The Call for Order, or Destruction
by minimateking30
Summary: As a young child, Timothy Parker was sent to go live with his aunt, uncle, and cousin when his parents disappear. Years later, Tim discovers his uncle's secret past, and his own, emerging powers. Now, Tim must become the new Spider-Man when new villains begin to emerge, and a dark secret from Tim's past comes to light. (NOTE: The universe this story takes place on is Earth-9022.)
1. Chapter 1: Prolouge

On a stormy, rainy night in the middle of 1991, a taxi cab pulls up to a house in the middle of Forest Hills, Queens, New York. A man, a woman, and a small child get out of the cab and walk up to the house, with the man and woman whispering to each other, with the small, little boy looking curiously at them with his large, golden eyes, with his red hair soaking in the rain.

"Tim, do you think that his thugs stole most, or all of your work." says the woman.

"Diana, I honestly don't know. But I do know that our child, our son, can't be involved with it. It's too dangerous." says Tim.

"But honey, can't we take Tim with us-" says Diana before being interrupted.

"NO! We, I, can't risk it. Besides, we'll only be gone for a week. After all, this is my cousin that we're leaving him with." says Tim.

"Yeah, a cousin that you haven't seen in, like, 30 YEARS!" yells Diana.

"Diana, please, work with me here. I know what I'm doing." says Tim.

When they get up to the front porch, Tim knocks on the door, rather quickly.

"I'll get it, Mary Jane!" says a male voice from inside, muffled. The door opens, and a somewhat smaller man, who has deep brown hair, hazel eyes, and a somewhat muscular figure answers.

"Can I... help you?" says the man with confusion.

"Peter... it's been a while." says Tim.

"Uh... " stammers Peter.

"Do I know you?" asks Peter.

"You probably don't recognize me, but you and I are cousins. I am Timothy Parker." says Tim.

"Tim?! Is that... really you?" asks Peter with surprise.

"Yes, Peter. Listen, I know that you and I haven't seen each other in 30-something years, but I need... a favor." says Tim.

A red-headed woman comes to the door. "Peter, what's going on?" asks the woman.

"Uh, Tim, th-this is my wife, Mary Jane. MJ, this is my cousin, Tim." says Peter.

"Nice to meet you, Tim."says Mary Jane politely.

"You too, Mary Jane." says Tim.

"Well, what can we do for you, ol' cuz'o'mine?" says Peter.

"I hope that my wife Diana and I aren't super-imposing, but we need you to take our son, Tim Jr., for a week." explains Tim.

"My wife are taking a trip to Japan for about a week, and what we're doing, can't involve our son. It's national security concerns and my son is only 3." says Tim.

"Tim, I'm sure you don't realize, but my wife and I have a 2-year old daughter." says Peter.

"Peter, please, listen to my husband, this is very important work that my husband is conducting." pleads Diana.

"Peter, please... don't do this to your... your cousin." pleads Mary Jane. Peter then thinks to himself for a moment, before sighing in conclusion.

"Oh, all right." says Peter, giving up his resolve.

"Tim, go on son, don't be scared. This is your uncle, Peter, your aunt, Mary Jane, and- where's your daughter, Pete?" asks Tim Sr.

"May, c'mere." calls Peter.

Within less than 15 seconds, a little girl with long deep brown hair and in a pretty, pink little dress comes running over to the rest of her family.

"Yes, daddy." says the little girl.

"May, this is your cousin, Tim. He's gonna be staying with us for a little while." says Mary Jane. Tim Jr. walks over to his aunt, uncle, and younger cousin.

"Um... hi." says the little Tim, with shyness in his voice.

"Hello!" says little May with a lot of enthusiasm.

"Do you wanna come up the stairs and watch movies wif me?" asks May, still learning how to pronounce words. "Um, sure, May." says Tim.

And like that, they go upstairs.

"Peter, if there's any problems-" begins Tim before being cut off.

"Tim, he'll be fine, trust me. It's just that my wife and I weren't expecting this to happen." says Peter.

"Thanks, Pete. This means a lot." says Tim.

"Now, c'mon, hon. We have about a half an hour to get to the airport." says Tim before he and Diana return to their cab and speed off, leaving their son in the care of Peter and Mary Jane Watson-Parker, who stand there, worriedly.

Worrying for history to repeat itself. Peter had been dropped off at his aunt and uncle's house when he was only toddler by his parents, Richard and Mary, when _they_ went off to attend to "national security", but they never came back. Tim Jr., however, watches the cab with his parents in it depart for the airport. It wouldn't just be the last time that Tim would see his parents this week. It would be the last time he would see his parents ever. This is the beginning of the story of Timothy Benjamin Parker. This is the story of a how a boy became a man, who became a hero, who became... a god.


	2. Chapter 2: Change

_13 YEARS LATER..._

A teenage boy is staring out of the bedroom window on a rainy Thursday morning. He's not looking out the window because he's facinated with the rain. He's not looking out the window because he wants to run through the rain with his umbrella. He's waiting for his parents to come home.

"Tim! C'mon, lets get a move on, son!" yelled a man from downstairs.

"I'll be there in a sec, Uncle Pete!" said Tim, who was still looking out the window.

Tim grudgingly walks downstairs to the kitchen to see his aunt at the sink cleaning dishes, his uncle at the table reading a newspaper, and his cousins getting ready for school. His second cousin, Benny, was born when Tim was 9.

"Call off the search parties, the beast is awake!" says now 15-year old May.

"Hey, all, I'm up!" says Tim while stretching.

"Hi, sweetheart! How are you feeling?" says Mary Jane, whom Tim called Auntie M, a name in which he had called her since he was 3 years old.

"I'm... fine, for the most part." says Tim.

"What do you mean 'for the most part'?" asks Mary Jane.

"Ah, nuthin. I've just been having... memories, about my folks." explains Tim, with a slightly sad look in his yellowy-gold eyes.

"But, I guess I should get over the fact that they're both dead." says Tim with a hint of depression.

"Tim, it's not your fault. You do realize that, right?" says Mary Jane.

"Yeah, I guess." says Tim.

Tim and May than pack up their backpacks, hug Peter and Mary Jane goodbye, and head out the door.

"Wow. You seemed awfully depressed this morning." says May.

"Wh-what?" says Tim, semi-startled.

"Oh, yeah. Like I said at home: Nightmares about my folks." says Tim.

"I get it. But just try to lighten up and enjoy the life you have." says May.

"Okay." says Tim.

Tim and May get to school about 20 minutes later. May goes of with her friends Courtney and Davida, while Tim disappears amongst the sea of students, trying to find his locker.

After 5 minutes of searching, Tim gets to his locker and begins unpacking.

"Parker! Hey, PARKER!" says a voice from down the hall.

"Oh, god, here we go..." Tim thinks to himself.

A large, blonde figure with a Midtown High sports jersey walks up to Tim, with two of his cronies following.

"Hey, Parker. Those your books?" says the figure with a sneer.

"Gene, please, I'm really not in the mood for this right now. I've gotta get to first period before Mr. Slatterey chews me." says Tim.

"Aw, did you hear that guys? Puny Parker's gotta get to class, or else Slattery's gonna send 'im to his first ever detention." says Gene Thomson, a goo-goo ga-ga voice in his sentence, with his cronies laughing behind him. Gene then knocks Tim's books out of his hands and pushes him onto the floor.

"GENE! Why-?!" says Tim with a stutter.

"Get up, Parker. It's my job to teach your sorry self how to fight. Now, c'mon, put up your fists and start punching." says Gene.

All of a sudden, Tim could see other students surrounding himself and Gene, chanting "FIGHT, FIGHT, FIGHT, FIGHT!".

"You hear the other kids, Parker, Now put 'em up, and FIGHT!" instigates Gene.

Tim, feeling pressured, hesitantly and shakingly puts up his fists, preparing to awaken in the ER. All of a sudden, someone shouts out "GENE! What on EARTH do you think you're doing?!".

Gene suddenly gets a frightened look on his face and slowly turns around.

"Uh, d-dad? This isn't-" says Gene, worriedly.

"Don't you dare go down that road, young man! I saw everything unfold before my very eyes. Get to class, NOW! You and I are gonna have a serious discussion during lunch, you hear, young man?" Coach Thomson, Gene's dad, says, interrupting his son.

"I... okay, dad." says Gene, looking back at Tim with a fiery rage in his eyes.

"See you around, Parker..." says Gene before he leaves for class.

"Hey, Tim. Sorry about what happened. It's just that Gene doesn't know how to appropriately express his feelings, y'know..." says Coach Thomson, trying to comfort Tim.

"Yeah, Coach. I get it." says Tim.

Tim then waves the coach goodbye, and starts walking to first period class, feeling more depressed than he had ever felt.


	3. Chapter 3: Legends

First period was given the name of the worst period by most of the students at Midtown High, but not for the reasons one might expect. Sure everyone hated the essays and the assignments and the partner-ups. But none of those paled in comparison to the sheer hatred the students had for Mr. Slattery, Midtown's English teacher and the vice-principal as well. Everyone has a beef with him regarding one incident or another. Admittedly, Tim hated Slattery as well, but he never showed it. He was a genius in electrical engineering and wiring. Being around someone like Peter Parker will do that for you. Unfortunately, it was one of the reason why Gene bullied him so much. Tim hated it. The indecision. On the one hand, he was proud of his intelligence, but on the other hand, he could see why so many would flock to the meaning of the term "ignorance is bliss".

"Ugh." says one of the students, a boy, bored with Slattery's words.

"Do you have an issue with the assignment, Maunel?" asks Slattery as he is writing today's assignment on the board.

"Um... no." says Manuel, not wanting an earful after class.

"Very good, now then. You all are to read pages 37 to 39 for tomorrow's pop quiz on our report of D-Day." says Slattery.

Tim, on the other hand, wasn't really paying attention to Slattery at all. He was looking out the window and into the forest which resided next to the school. For some reason, this day was particularly... off. It was like the end of the world was today and no one realized it. All of a sudden, Tim begins to feel drowsy. His eyelids become heavy and he couldn't hold them open.

After laying his head in his desk, Tim began to dream. When he "spawned" into the dream world, he wasn't wearing his normal clothes. Instead, he was wearing a red costume with black areas on the underarms and legs. There was a web pattern going on around the red portions of the body. He had two red gauntlets on his wrists. On his chest, there was a large, black spider on it. It's design resembled a black widow spider or a redback spider if anything. Finally, on his back, there was another spider logo. This one was red, and far larger, too. This one resembled more of a tarantula or a mouse spider if anything. Tim looks around. It was in New York. Destruction was commonsight here. People running for their lives, fires raging out of control. Tim then looks around in shock and fear. All of a sudden, a woman, her pink skirt torn and her blonde hair filthy, runs up to Tim, fear plaguing her eyes.

"Where were you?! We needed you!" says the woman.

Tim then contemplates this for a moment, and then begins to speak.

"I-" says Tim, but before he could finish his sentence, the woman runs off.

Tim then turns his head and looks in the opposite direction in which the people are running, and begins walking towards what's unknown in the smoke ahead of him. Upon arriving, he sees a pile of cold, dead, mutilated bodies. All of them have colorful costumes on, all of which resemble super-powered figures from the past, among them being Captain America, Iron Man, Thor, and the Juggernaut. As Tim walks along, however, he sees more bodies lying around, most of them civilians, but some of them wearing costumes from the previous generation of costumed super heroes. A Daredevil lookalike, a Falcon lookalike, someone with armor that looks to be inspired by a fly or a hornet, with huge, yellow eyes. However, something soon catches Tim's eye as he spots someone, a girl, under a pile of rubble. She was wearing a similar costume to his own. She was breathing, but it was raspy. Tim, shocked, runs over to help. He lifts about 3 massive rocks off of the girl, only to gasp in horror to see May lying underneath the rubble, her costume torn on the arms, chest, and legs.

"O-oh, no!" says Tim to himself, horrified at the sight of his cousin, on the ground, possibly dying.

"T-Tim... " says May, her voice shaking with dispair.

"Wha... what happened to you?! Who did this?!" asks Tim in dispair.

"Y... you... did... this. _You_... did this." says May, just as she stops breathing and her eyes shut.

Tim just sits there, stunned, that his cousin would say such a horrible thing to him. After looking around, he sees that no one else is left in the city, practically.

Just then, however, a deep, ghostly roar echoes across what remained of the city. Tim then freezes in fear, only to turn around to see what appeared to be a giant monster. It had a tail, about twice the length of it's body. Huge massive spines, all shaped like maple leaves, blanketed the beasts back. Fiery red eyes glared down at Tim, practically freezing him in place, filled with fear. The spines of the beast then begin to glow blue, a sizzling noise accompanied by it as well. It's mouth then begins to shine the same color of blue as it's back. Tim's eyes widened for a moment before he shut them again.

Tim then opens his eyes, in the classroom, and sits up abruptly, shaking and filled with anxiety.

"Ah, Mister Parker. So glad to see that you have awoken at last from your little... "cat-nap"... only to miss the last 5 or so minutes left of this class." says Mr. Slattery, unimpressed with Tim's drowsiness.

"Uhm... Mr. Slattery? I-I have to go to the bathroom. I-it's an emergency.

"Well, Mister Parker, considering your... drowsiness, I'm afraid that I'm going to have to-" says Slattery before being cut off.

"Please! I really have to go!" says Tim, desperate to get out of the room.

Slattery then contemplates this for a moment, before giving out a loud sigh.

"Alright, fine. I'll go easy on you, Parker, but only because you're one of my top students. We'll talk about your assignment after class." says Slattery.

"Thanks, Mr. Slattery." says Tim, shaking.

He then hurries off into the hallway, running for the boys' bathroom. It was an area that most boys called a "sanctuary" of sorts. Whenever there was a problem that simply needed to be hid away from. Tim barges into the room, stumbling upon his own two feet. He then stops and pants for a moment before finally walking towards the sink. Tim, exhausted in spite of getting a good night's rest from 9:30 at night 'till 6:10 in the morning, he felt very tired. Tim then shuts his eyes and looks down into the sink. A headache was coming on for the teenager. Tim felt it. However, when it did come, it wasn't a migraine or headache. It was... a _tingling_ sensation, at the base of his skull. Tim could seemingly _sense_ someone coming towards him. He turns his head, only to see Gene standing in the doorway, looking at him.

"What're you doin' here, Parker? Don'cha got a class ta get to?" asks Gene with sass in his voice.

"Ah, nothing, Gene. I'm just in here admiring your sheer determination to get caught one of these days by your dad when you try to deliver me a hyper atomic wedgie." cracks Tim, noting Gene's dim-witted mindset.

"Watch yourself, Parker. Dat mouth of yer's is gonna send you to the hospital if you don't shut it." threatens Gene.

"Alright. Beat me up. Send me to the hospital. Get all the unjustifiable anger out of yourself. But guess what, Gene? It won't help. You'll have a court trial, and probably end up in juvenile hall." says Tim, trying to send a good comeback to his high school rival.

Gene then just stands there, dumbfounded and embarrassed. The thought had never crossed my mind before. Tim then starts to walk out of the bathroom, bumping into Gene's shoulder on the way out.

A few hours later, the dismissal bell rang.

Tim and May walk out the front door of the school.

"You've been awfully tired today, Tim. You alright?" asks May.

"W-wha-? Oh, yeah, I'm fine, May. I'm just a little tired." says Tim.

"A little, or a lot? I'm gonna go with a lot." says May.

"Okay, maybe a lot." says Tim.

"Hey, May. When I fell asleep in Slattery's class today, I had... a vision." says Tim.

"A... vision? Well, what kind of ''vision'' are we talking about?" asks May.

"It was a city. There was fire, screaming, people running, like they had just seen King Kong or something. At the center of it all, though, there WAS a monster. It was big. A black silhouette. It had glowing, red eyes. Then, it roared. And the roar sounded... demonic." explains Tim.

"Monster, city on fire, roar... familiar, but I can't make it out. I recall hearing something like that happening in Japan, though. Like, in the 50's." says May.

"Right, I think I learned that when we were in, like, 8th grade. The Japanese called it something, like... I dunno, something starting with 'G'." says Tim.

A few minutes later, Tim and May reach the house, and open the door.

"Hi, kids! How was school today?" asks Mary Jane with enthusiasm.

"Uh, just great, Mom. Where's Dad?" asks May.

"At the station, May. And what about you, Tim?" asks Mary Jane.

"Uh... I'm fine. When's Uncle Pete getting home?" asks Tim.

"He's working the 8-12 shift from today until next week. So, the only time's you'll be able to see him are every morning, and on the weekends." says Mary Jane.

Tim and May also greet Benny, and then go up to their rooms. Tim had a fairly large room, for the type of house that they lived in. He had a bed, a closet that was packed with clothes and old toys, and a desk with a computer. Tim plops his bag down, and then begins searching up what he saw in his vision at school. He typed into the Google search bar 'Large, black, fire breathing monsters in Japan' and immediately, several search results came up. He clicked on the Wikipedia page called 'Godzilla (monster)' and there, there was actually a name given to a very similar, almost identical, looking version of the monster he saw in his dream. That name was 'Gojira' in Japanese, and 'Godzilla' in American. Apparently, this 'Gojira' was an ancient theropod dinosaur mutated by experimental nuclear weapons in the South Pacific during the 1940's and 50's. This monster attacked Tokyo in 1954, and was later destroyed by a weapon called 'the Oxygen Destroyer', created by Dr. Daisuke Serizawa. THAT was a name that Tim had heard before. He remembered doing a report in 11th grade with May and Courtney about a worldwide hero. The name of the man they chose, was Serizawa, and they ended up getting an A- on it. Tim begins to process the information through his head.

"What is my connection to this 'Godzilla' creature?" Tim wondered to himself.

Before long, however, Tim was already more than halfway done with his homework, and by 5:30, he was finished. Tim sat on the bed, thinking to himself why he had that... seemingly random... vision. Just then, however, Tim looked up from his seeming daydream and saw himself doing something that made all possible words for him to say freeze in his throat.

 _He was scaling the wall_.


	4. Chapter 4: Secret Past

Tim had no idea how he was doing it. He wanted to scream, but knew that if he did, he would get Mary Jane and May's rather... unwanted, attention in this situation. Tim then takes a few deep breaths.

"It's okay, Parker. Get it together. You're just dreaming. You're just dreaming." says Tim to himself, trying to calm down.

Then, Tim begins to concentrate, and manages to detach, in a backflip from the wall, and lands on all fours. Confused, Tim runs down the hallway and up to the attic, the one place other than his room that he could hide in in times of confusion. When Tim got up to the attic, though, he had tripped over a trunk that he couldn't see. The trunk flew open, and out came some rather interesting clothes. Tim then began to slowly pick up the spandex jumpsuit that had come out of the trunk. It was vibrant red and bright blue. There were black lines running through it, and a spider on the chest and back could be found. Then, Tim sees a red mask underneath the topped over trunk. Tim picked it up and felt it. It was stetchy, like the rest of the costume, clearly meant to fit over someone's whole head. There was the same line pattern running through the mask as with the rest of the suit. There were two large, white eye-lenses on the mask as well, almost like a bug. It was almost identical to the costume that he had seen in his dream hours ago at school. Then, a million questions whizzed through Tim's head, but only two facts were present: This trunk had belonged to _Peter Parker_. This costume and mask had belonged to _Spider-Man_. As Tim thought about it more and more, it all began to make sense: Peter Parker _was_ Spider-Man. Tim then saw two silver gauntlets inside the chest.

"Spidey's... Uncle Pete's... web-shooters." Tim thought.

Tim still had many unanswered questions, though. Tim then looks through the trunk itself, as there was more stuff in there as well. Eventually, Tim finds a second Spider-Man costume. This one was different than Uncle Pete's. The entire torso was red with a black web pattern, and a huge spider that extended down to the legs and back, creating a identical spider there. There was no red going down the top of his colors were different, same red, but darker blue. Both of the boots were half red, half blue. The gloves were different, too. The thumbs, index fingers, and pinkies were the usual red and webs, while the rest of the hand was blue. It looked like the costume that May wore in his dream as well. Feeling more confused than ever before, Tim frantically puts away the costumes and neatens the trunks to make it look like everything was untouched. Tim then runs downstairs and into his room, shutting the door. Tim then leans against his door, trying to process everything in his head, from his vision of Godzilla, to discovering that his own uncle was his one-time childhood hero, Spider-Man. Tim then realizes something. If he had the ability to stick to walls, sense Gene in the bathroom before he even got in, he had spider-powers! Tim then gets an idea. He wanted to use these powers for the greater good, just like his uncle had before. There are no heroes in this world. There hadn't been for 10 years, but that was about to change. Timothy Parker was about to become the first of a new generation of heroes.


	5. Chapter 5: First Spin

Tim then runs back up to the attic, grabbing his uncle's web-shooter blueprints and some spare parts for web-shooters which he found with the rest of the stuff and brought them into his room. Tim then begins to construct exact replicas of his uncle's web-shooters. Within 3 days, Friday to Sunday, he was done, being the engineering genius he was. Later, during the course of the next week, Tim starts to design a costume. He looked around online at pictures of Spider-Man, hoping to get an idea of the overall look of the super hero's costume. Then, he began to form concepts. Initially, they were drastic and extravagant. But Tim remembered the costume which he wore in his dream at school not too long ago. Liking that pattern, he stuck with it. There was a certain flair to the look. By Thursday, Tim had blown all of his allowance on items in order to make his costume and equipment. Afterwards, Tim got some old web cartridges, the stuff that the shooters fired, from the attic as well. By Friday night, 2 weeks after discovering his uncle's past life as Spider-Man, Tim stares proudly out of the window in his room, standing as a new super hero, waiting to strike fear into the hearts of his enemies, wearing his costume.

"Oh man. I hope this works!" says Tim to himself, hoping that his new web-shooters would work.

He had followed everything to the letter and went back to make adjustments over and over again. Taking several deep breaths, Tim presses his middle and ring fingers into the palm of his gloved hand. Instantly, a long, white, and somewhat thick rope comes flying out of his web-shooter, officially kicking off his weekend. Tim then pulls his mask down over the triggers on his web-shooters, and a web flew out, officially kicking off his weekend. Tim then took a deep breath, and pushed himself off the roof. Tim then began to swing, yelling in both fear and excitement at the same time, and shoots another webline just before he hits the next house's wall. Web-swinging felt very difficult for Tim, who was not accustomed to it. Another thing was that Tim had not honed his presumed reflexes yet, so he would have lots of difficulty. However, the more Tim did it, the more he got the hang if it. Eventually, Tim was swinging in the lower portion of Queens, borderlining the city.

"WOO-HOO! THIS IS THE BEST DAY OF MY LIFE!" shouts Tim, beaming with pride.

Just then, that tingling he had felt weeks before in the bathroom at school went off in the back of Tim's head again, and it was directing his attention to a nearby alleyway. There, a classic case of a young woman getting mugged was in progress, but not if Tim, the super hero, could say anything about it.

"NO! PLEASE! TAKE MY BAG! B-BUT LEAVE MY MOM'S HEART MEDICINE! SHE NEEDS IT!" the woman screams.

"Shut it, you broad! Gimme the bag, and you ge t' walk away from this... alive!" yells the mugger.

"SOMEONE! ANYONE! PLEASE HELP ME!" screams the woman again.

Just then, Tim swings right behind the mugger, and kicks him in the back.

"Oh, I'm sorry! Didn't see you there!" says Tim sarcastically.

The mugger then gets up and looks at Tim in anger.

"So who are you, man?!" yells the mugger.

"Uh, do you seriously not recognize me?! The costume, the act, the powers?" asks Tim, annoyed, before slugging the mugger in the jaw, all while remembering to pull his punches.

Tim learned in school that heroes like Thor or Luke Cage needed to pull back their punches whenever they were fighting the ordinary mugger, as their full strength might often cripple or kill a normal person. Tim didn't know how strong he was, but he wasn't about to take chances.

The mugger punches back, but it hurt his hand.

"Aarggghh! W-what're ya made of man?! Steel?!" asks the mugger.

"I... hardly felt that." says Tim in suprise.

Just then, Tim's sixth-sense goes off as the mugger pulls out a gun and aimed it at the teenager. Realizing what had to be done, Tim decides to "play possum", so to speak.

"Just let me go." says the mugger.

"I-is that a gun?!" asks Tim, worriedly.

"Just let me go." repeats the mugger.

"Is that a real gun?" asks Tim, now on his knees.

"Yeah, it's a real gun." says the mugger, still aiming for Tim's head.

"You've found my weakness... it's tiny guns." says Tim, trembling.

"Just... let... me... go... " repeats the mugger again, this time slower.

"Please, anything but guns!" says Tim, webbing the mugger's hand with his gun onto the wall behind him.

"Wha-what the heck is this?!" demands the mugger.

Tim the proceeds to web the mugger up in even more webbing. With the mugger subdued, Tim turns his attention back to the woman.

"I take it that this is yours." says Tim, picking up and handing her the purse.

Initially, the woman was about to scream, but realized that this masked man just saved her.

"T-thank you... S-Spider-Man." says the woman, taking her purse back gently.

"You're... welcome? I-I mean, you're welcome!" says Tim with confusion and then fake confidence.

The woman then runs off. Tim then swings away to a nearby rooftop, where begins to ponder to himself what just happened. The woman had just called him Spider-Man, the name of one of the most legendary heroes in all of history. Tim thinks about it a little more, and eventually concludes his thoughts.

"So, Spider-Man, huh? Well, if that's the way it's gonna be, then that's the way it's gonna be." says Tim, who then squeezes his middle and ring fingers into the palm of his hand and shoots out a webline.

"Well, look out world, 'cause the Sensational Spider-Man is back! WOO-HOO!" shouts Tim with pride as he swings off, accepting the mantle and responsibility of Spider-Man.

 **Hey guys! Max here! I just wanted to say thanks if you've been reading this fanfiction so far. It's meant a lot to me. Don't worry about Tim being the only hero in this universe, though! There are many more coming! Mostly heroes from the MC2 universe, though. However there are gonna be some original heroes and villains introduced into the story as well. So stay tuned! This is just the tip of the iceberg, people! Lot's more to come! Bye for now, and I hope to see you soon!**


	6. Chapter 6: The Fight

After taking care of a few more muggings, Tim returns home, filled with glee and pride.

"That. Was. Awesome." Tim muttered as he pulled his costume off of him.

After pulling over his pajamas, which were basically just sweatpants and a t-shirt, Tim fell right to sleep.

The next morning, Tim awakens, extremely tired.

"Is this what Uncle Pete had to go through when _he_ was Spider-Man?" muttered Tim to himself.

Tim walks downstairs, ate with his family, and went out to hang with friends. He made friends with Brad Miller, although their friendship was somewhat shaky at times. Another friend of his was Jimmy Yama. He was a scrawny fellow who was also brilliant at both math and science, but he was always picked on by the other jocks at school.

He, May, and childhood friend Normie Osborn would actually always get together during the summer while they were kids and play with each other. Brad and Jimmy were, unfortunately, not at home, so Tim went back to his and got on his PC. If there's one thing that Tim was good at, it was video games. He had a PC, which had _Call of Duty_ on it, and and Xbox, which had _Halo_ on it. Tim plays Call of Duty all afternoon until the sun went down. After that, Tim throws back on his costume, and goes out on patrol. He did the same thing on Sunday, too. Then Monday rolls around. Tim gets up at the speed of a slug and gets ready for school. He went downstairs, ate breakfast together with his family, and went to school with May.

"Wow. Looks like someone had a rough night. What were you up playing _Call of Duty_ or something?" asks May.

"Something like that." mutters Tim.

A few minutes later, two arrive at school and go their separate ways. As Tim tries to open his locker, an all too familiar voice perks up behind him.

"Well, well, well! If it isn't the punk who got me in trouble with my old man a few weeks ago; Puny Parker!" says Gene, walking up behind Tim.

"Oh, brother..." says Tim.

"You still owe me for what happened the other day, creep!" says Gene.

"Gene, please... I'm not feeling it right now. Can you come back and harass me later, please?" asks Tim, not wishing to incite conflict.

"Sorry! No can do, Parker! Prepare to have a knuckle sandwich to the face." says Gene to Tim before rising his fist.

All of a sudden, Tim simply moves out of the way of Gene's fist, surprising everyone.

Then, Tim grabs and punches Gene in the stomach, causing Gene to clutch his stomach and curl on the ground, putting everyone into a state of shock. Coach Thompson and Mr. Slattery rush over to give aid to Gene.

"PARKER! WHAT IS WRONG WITH YOU?! WHAT GIVES YOU THE RIGHT TO HIT MY SON?!" screams Coach Thompson.

"I... I didn't mean- I mean I was just... I'm sorry." says Tim.

"Well, Mister Parker, you, and I are going to have a little _chat_ in my office, right now! And I will be notifying your aunt and uncle! Come now." says Mr. Slattery in a cold voice.

Tim looks down at the floor, with guilt in his eyes.

"The rest of you, return to class!" says Coach Thompson before helping Gene to the nurse's office, while Tim and Mr. Slattery walk down to the latter's office for that little 'chat' that Mr. Slattery promised.


	7. Chapter 7: Suspension

"Well, Mister Parker, I am very disappointed in your violent behavior this morning. You, of all people, should know the school's policy of zero tolerence for fighting." says Mr. Slattery.

"Well, to be fair, someone should have told that to _Gene_ before he decided to turn me into his personal PUNCHNG BAG!" yells Tim.

"Mister Parker, keep your voice down, we're not the only ones in the school." says Mr. Slattery.

Tim stays silent for the next few moments before Slattery gives his final verdict about what should be done.

"Alright, I've made my decision... 4 day suspension." says Mr. Slattery coldly.

"W-w-what?! S-suspension?! I-I've never gotten suspended in my life!" exclaims Tim.

"Mister Parker, keep your voice down. Yes, suspension seems to be the only sort of appropriate punishment for this type of behavior. Now, can you please keep your voice down while I call your guardians?" asks Mr. Slattery.

Tim stays silent for the next 7 minutes while Mr. Slattery calls Uncle Pete and Auntie M and tells them about the fight and Tim's punishment.

"Your guardians will be here to pick you up in about 30 minutes to an hour." says Mr. Slattery after hanging up the phone.

About a half an hour later, Peter and Mary Jane arrive to pick up Tim. Tim is at the entrance of the school, and he walks over and gets in the car, which drives away.

"Tim, I understand that you were only trying to defend yourself, but you have to understand that what you did was not right." says Uncle Pete.

"I'm gonna have to have a little chat myself with Mr. Slattery tomorrow, myself!" says Mary Jane, coldly.

"Guys, I get what you're saying, but what was I supposed to do, let Gene hit me some more?" asks Tim, trying to make a point. Peter then stays silent after that, knowing exactly what and how Tim is going through. Upon arriving home, Mary Jane says that she has to go pick up Ben from school. Tim immediately heads up to his room and shuts the door. He then stares out the window, waiting for dark, waiting for when he can go out as Spider-Man. While waiting, Tim writes in his journal about his day, and then turns his attention to something he hasn't told anyone; he had a secret crush on May. While they are cousins, they share very little blood with each other, and that makes Tim feel weird sometimes. Eventually, Tim hears the crickets start to chirp and the day start to die and turn to night. It was a Monday, so Tim actually had about 6 days off, due to the fact that he knew that his aunt and uncle would keep him home on Friday, and 6 days to help New York's crime problem decrease. Tim then grabs his Spider-Man suit and Web-Shooters, which are stored under his bed, and within 5 minutes, is out the window and web swinging. While swinging, Tim ponders to himself if his uncle had ever faced problems like this; getting suspended, thinking about a girl he has a crush on but can't tell, keeping secrets, etc. Tim eventually lands on a rooftop and begins to question his self-worth, asking himself if he can live up to the legend of the original Spider-Man. However, all of these feelings pass when he hears a cry for help nearby, and rushes to the scene as Spider-Man.


	8. Chapter 8: Battle on the Bridge, Part 1

Throughout Tim's 4 day suspension (7 if you include when he was kept home on Friday and the weekend), he rounded up several criminals, dirtbags, murderers, and thieves. By this point, he had become a street hero. An icon or a legend of sorts to the people. He had given them hope and security. But now, Tim's secret curriculum was about to become knowledge to the ones he is trying to keep it from the most, his family, when the descendant of an of an old enemy of his uncle is about to emerge...

"So, this it what it's come to, Spider-Man." says a figure in the darkness of an unknown location.

"You slaughtered my grandfather in cold blood, and you killed my dad." says the figure again.

"You also probably had a hand in my mother's illness as well." says the figure.

Then, the figure picks up what seems to be a small jack-o-lantern. He turns it around and seems to ponder about it.

"Now, I'll show you what it's like to have everything you have ever cherished taken away from you. Your family's blood will run through my fingers, and the best part is that it will be all your fault. It's up to me to avenge my family now, 'hero'." says the figure.

Then, it steps into view, and his short hair shines with a dull brown. His skin also shines from his sweat from the summer heat. He then bears an evil grin on his face.

"Now, for the first time in over a decade, the Green Goblin will make a comeback!" says the figure, who then laughs maniacally.

Later, the next evening, Tim, Ben, May, Mary Jane, and Peter are driving to a site near the ocean to do some sightseeing. They are driving across the Brooklyn Bridge.

"Well, kids, do you wonder what we're gonna see on this trip." asks Uncle Pete.

"Uh, sure." say Tim and May, semi-embarrassed.

There was one thing about driving across the Brooklyn Bridge that made Peter very uncomfortable; this was the location where his first girlfriend, Gwen Stacy, was killed by the first Green Goblin. However, Pete knew that this bridge was sometimes the only way to get to places, and tried not to break down in tears when he and the rest of his family crossed it.

While crossing the bridge, a mysterious tingling, the same kind he had felt before at school on the day he discovered his uncle's secret past, and a few times on his nightly patrols across the slums, was occurring now, and it was banging like a bongo drum to not only Tim, but May and Peter as well.

"Uh, kids, I think we should get out of the car, like NOW!" exclaims Peter.

"Wh-what's that ting-" asks May before being interrupted.

The car began to suddenly flip with an explosion. It landed on it's topside, and Mary Jane and Benny were screaming at this point. The 5 managed to crawl out of the car, only to be confronted by a green and purple colored figure.

"No... no, no, no!" muttered Uncle Pete quietly to himself.

The approaching figure had what seemed to be a purple tank top over a green armored suit. The mask had a goblin's hat, pointy, large ears and yellow, glowing eyes and fangs too. The lower half was mosty purple pants with the same colored elf shoes with green balls at the tips. The figure's gloves were attached to the green armor plated arms. It was also wearing a short, skinny cape, and it was standing on some sort of flowing apparatus that had glowing green streaks in it.

"Why hello... Uncle Pete." says the figure in a cold, maniacal voice.

"N-Normie? Normie Osborn?! W-what are you doing in that ridiculous get-up?!" demands Peter.

"Why, Uncle Pete, I'm surprised. Shouldn't it be me asking you the exact opposite?!" screamed Normie.

"Normie, is this some sick trick or-" says Peter before being interrupted.

Just then, Normie grabs Uncle Pete by the collar of his shirt and holds him in his grasp.

"DON'T CALL ME NORMIE! I'M THE GREEN GOBLIN NOW! screams the Goblin.

"Normie... Goblin... please, just don't hurt my family." begs Peter.

"M-Mom? Wha-what's going on?" whispers May, terrified out of her mind.

"Shhh, everything's gonna be alright." whispers Mary Jane. "T-Tim? Is Mommy right?" asks Ben, completely terrified and on the verge of tears.

"Yeah. Yeah, everything's gonna be alright." says Tim reassuringly.

"Auntie M, listen. I'm gonna... run and get the police on the phone. You, May, and Ben stay here, got it?" instructs Tim.

"S-sure. Just run and get help, fast!" whispers Mary Jane.

Tim runs off to call the police, but realizes that they might not be enough to stop this new Green Goblin. After calling the cops on his cell phone, Tim runs into the nearest alleyway. He knows that the only one who has ever fought the Green Goblin before and succeeded... was Spider-Man. Tim quickly changes into his costume and swings back towards the bridge, preparing to take on his childhood friend for the fate of his family.

Back at the bridge, the Goblin is taunting Peter with his family's lives by pointing his electro-gauntlet at them and seemingly holding them hostage. "Norman! You sick, twisted maniac! I knew you should have been kept from your grandfather's influence when you were a child, but your father never list-" exclaims Uncle Pete before being interrupted.

"You've got some nerve bringing up the ones you killed in your spandex days, old man." quietly says the Goblin.

"Listen to me, I didn't kill your grandfather. He was trying to kill me, but he killed himself. Your own father died in the ambulance because of the fatal chemicals in the formula he ingested." quietly says Uncle Pete.

"I don't believe you. After all, you probably had a hand in my own mother's current illness... Spider-Man." whispers the Goblin into Peter's ear.

"I swear Norman, on the grave of my Uncle Be-" says Peter before being interrupted.

"Hey, Gobby! Why don'cha pick on someone your own size?!" yells a voice from behind.

"Wha-" stammers the Goblin before getting kicked in the face by a red boot.

A figure in a red and black Spider-Man costume then lands on the ground, perched. It was Tim, and he had come back to prevent his family from being destroyed by the Goblin's wrath.

"Wh-what... what is this?!" demands the Goblin.

"Uh, does super villain dance club sound like 'this'?" cracks Tim.

He then turns to his frightened family.

"Just one thing, Goblin. Can we keep the innocent bystanders out of harms way. I kinda have a thing against bloodshed." cracked Tim again.

"If you wish to trade your life for theirs, so be it. But before we begin our little "dance lesson", who _are_ you?" asks the Goblin.

"I'm... " starts Tim, who then contemplates this for a moment, before realizing the obvious thing to say in a situation like this.

"Who do I look like?! Men in Black?! I'm Spider-Man!" says Tim, confirming his costumed identity.

Tim then squeezes his ring and middle fingers into his palm and fires a web at Normie, blinding him. Normie, in turn, throws what appears to be a jack-o-lantern at Tim. Tim's sixth-sense then begins buzzing around his head, and Tim does a somersault backwards just as the pumpkin explodes. Eventually, Tim grabs hold of the Goblin's glider and starts to tear away at some of the armor, but the Goblin simply kicks him off.

"I see that you've been working out, Goblin." says Tim, still hanging onto the glider via webline.

"ENOUGH WITH THE LAME JOKES! NO ONE EVER FOUND THEM FUNNY AND NO ONE EVER WILL!" screams the Goblin in frustration.

Tim manages to get ahold of the glider once more, climbs on top of it, and starts to fist-fight with the Goblin. However, the Goblin steers towards the edge and knocks Tim off. Tim, now completely disoriented, falls into the sea below, and the Goblin begins to advance towards the Parkers.


	9. Chapter 9: Battle on the Bridge, Part 2

Tim was laying at the bottom of the water, some 50 feet. His head was spinning, his heart pounding, and his muscles tense. The water was freezing, but Tim was, surprisingly, not drowning. All of a sudden, Tim's eyes, and the lenses on his mask in front of them, flash a bright red. Tim gets to his feet, and pushes himself for to water's surface. When he gets up to the surface, though, it was raining, heavily. But this didn't bother Tim. He was determined to save his adopted family, his _only_ family. In reality, they were only his aunt, uncle, and cousins. But to him, they were like the mother, father, sister, and little brother that he never had. With this new determination set, Tim lifts his wrist out of the water, squeezes his ring and middle fingers together, and shoots a webline to one of the support beams, preparing to take on the grandson of his uncle's most hated enemy.

" _I hope you've said your prayers, Goblin. This Spider-Man plays for keeps!_ " says Tim in his head, ready to save his family as he pulls himself out of the water.

Meanwhile, on the bridge, the new Green Goblin had the Parkers cornered by the wreckage of their car. May was shielding herself and Ben from the rain. Peter was trying to get Mary Jane behind her to protect her from the Goblin.

"So, Uncle Pete, are you willing to give up your life, to sacrifice yourself, to save your family? Or will you show them the same mercy that you showed my predecessors before me?" asks the Goblin.

"You know as well as I do that I will always put my family before me, and that I would die protecting them." says Peter bravely.

"Hmph. Seems you've mellowed and grown an actual heart in your old age, eh, Uncle Pete." says the Goblin menacingly.

Just then, Tim comes from behind and tackles the Goblin, pushing him to the ground.

"LEAVE. THEM. ALONE!" yells Tim while doing so.

The glider then begins to give out puffs of black-ish smoke as it begins to descend towards the ground.

"Fool! My glider's almost out of fuel!" says the Goblin in fear.

"I'm taking you down, Goblin! Even if that means that I go with you!" shouts Tim, angered by the Goblin's attack.

Tim then pulls his fist back and slugs the Goblin in the jaw, sending him flying towards the ground. Tim then hops off the glider before it could crash. Rushing over to the Goblin's location, Tim manages to catch Osborn in the act of trying to flee on foot.

"Gotta... get... away..." says Normie, huffing and puffing in an attempt to grasp for air.

However, before he could escape, a bright light engulfed Normie's eyesight. Turning, he could only stand there with shock and fear as a pickup truck, much larger than the human body, was careening towards him.

"It looks as if I get to join my family faster than I imagined..." says Normie, expecting the full force of impact from the truck and the sweet release of death accompanying it.

However a light _thipp_ is then heard, tugging at Normie's costume, he then looks down, seeing the webbing attached to the hip of his costume.

All of a sudden, a massive tug sends Normie off of his feet and flying to the left of where he was standing, just narrowly escaping the truck.

Normie then just barely looks up as the masked face of the Sensational Spider-Man is the only thing he is left seeing.

"Lights out, Normie!" says Tim, raising his fist.

For Normie, things then go black.

Tim then pulls off the Goblin's mask, revealing the battered, beaten, bloody face of Norman Osborn Jr. Tim then kneels down and puts his index and middle fingers on Normie's neck, trying to feel his pulse.

"Still alive..." says Tim, almost frustrated, but confirming nonetheless his enemy's survival.

Afterwards, Tim turns to his frightened family and slowly walks over to them.

"Are you... alright?" asks Tim, kneeling down in front of Peter and Mary Jane.

Before Peter can demand Tim to take off his mask, he replies with a simple "We're fine."

As Tim shoots a webline and prepares to swing away, Peter says something that Tim has been expecting for a long time.

"Who are you?!" Peter yells.

Tim turns back and ponders for a moment looking for the best answer.

"I'm Spider-Man. A wise man once taught me that with great power comes an even greater responsibility." says Tim.

Tim then squeezes his middle and ring fingers into his palm and swings away less than 5 seconds later. About 10 minutes later, Tim returns, out of costume, along with the police, and Normie is placed into a security van.

"And you say that, if I'm correct, _Spider-Man_ came and saved you and your family, Parker?" says the officer filing his report.

"Yeah, the Goblin knocked Spider-Man into the water, but Spider-Man came back and defeated the Goblin." says Peter.

"Look, Parker, I'm not denying that your story isn't true, but Spider-Man hasn't been seen since 1993. It's 2004 now. Why would he wait this long to return? Doesn't make any sense." says the officer.

"Maybe he just... needed to go into a recession for... personal reasons." says Peter.

"Okay. I'll file the report, but I dunno if Ruiz is gonna take it. She might, y'know, reject it." says the officer.

"Trust me officer, I've known Ruiz for more than 10 years. She'll believe me." says Peter.

"Alright..." says the officer before walking away.

Tim, May, and Ben are sitting in an ambulance, awaiting treatment for their injuries.

"I just don't know why Normie, _Normie_ of all people, would dress up as the Green Goblin and attack us." says May, shaking.

"Maybe... he didn't realize what harm he was causing. Maybe he thought that he was doing justice for something he believed in. You know about how his father and grandfather were the first and second Goblins." says Tim, trying to comfort her.

"But that Spider-Man guy... he was so brave, so strong... Normie pushed him into the water, but he came back." says May.

"Yeah, I ran into him, and told him what was going on. He swung here to help." says Tim.

" _You_ were the one who sent Spidey to help us?!" says May, shocked.

"What else was I gonna do? Let Normie decimate the police with pumpkin bombs?" says Tim.

"Good point. What I also don't get is why the new Spidey didn't actually _look_ like Spider-Man." says May.

"What do you mean?" says Tim, confused.

"His costume, I mean. Remember when we read that chapter on super heroes back in 6th grade. That picture of Spider-Man we got from the internet was red and blue. The guy who saved us was red and black." says May, explaining her skepticism.

"Maybe the new guy just didn't have access to the original costume." says Tim, jokingly.

"I guess you're right." says May, laughing.

About after 15 minutes of waiting for the police to fill out a complete scan and load up the Goblin's technology, the Parkers are finally dropped off at their house. Their car was totaled, so Peter would have to wait a week for their insurance to send a replacement. The five then hit the hay and fall asleep, except for Mary Jane. She keeps her eyes open out of fear, fear that the peaceful world that they had been living for the past 11 years was coming to an end. She sees visions of all of her husband's past foes and opponents. The Green Goblin, Kraven, Scorpion, Doctor Octopus, Morbius, Venom, Carnage, Lizard, Mysterio. These visions of all of them coming to kill Peter and take away her family. Her fear is only increased by the sounds of thunder coming from outside the window, as it reminds her of Peter stepping out into the stormy night, and her fear that he would never return. She eventually did fall asleep, but only to be taken on a tour of a seemingly endless series of flashbacks and nightmares of her husbands past fights on the news, and the outcomes being the opposite of what really happened, and a face, a huge grinning face chasing her with large, yellow eyes, laughing while he does so. Meanwhile, outside, a silhouetted figure stands outside the Parker household, looking up at the structure which has stood for almost 80 years.

"So, this is where you've been hiding your son from me all these years." says the figure, grinning.

"My master, your grandson has failed in his quest to destroy Spider-Man, but now I shall take on the mantle, and do what your son and grandson could never accomplish; I will make the Goblin name proud!" says the figure maniacally before walking away from the house.


	10. Chapter 10: Legacy

**Note that this story is told from May's POV as opposed to Tim's.**

A few days after the incident on the Brooklyn Bridge, Peter was going on and on about how the police force was investigating the new Spider-Man, trying to find out where he lived and who he was, oblivious to the fact that he was living under the same roof as himself. Tim was becoming disheartened when Peter would talk _about_ Spider-Man, and became annoyed due to the fact that his uncle was being a huge hypocrite.

"...and we don't even know if this guy is dangerous or not. I mean, personally, for all _I_ know, he could be a stone cold killer on the inside! I don't buy the new Spider-Man's 'Power and Responsibility' shtick that he gave me on the bridge that night." says Peter, going on another rant about the new Spidey during dinner.

" _Oh, god. Please shut up, Uncle Pete!_ " thinks Tim to himself.

"Well, personally, I think that the new Spidey's kinda cool." says May, trying to voice opinion.

Tim and Peter sat there in shock, Tim because of the fact that May was defending him, and Peter _because she was defending him_!

"W-what?! Y-you... _like_... this impostor?!" exclaims Peter, shocked.

"Well, Daddy, if you remember correctly, Spider-Man _saved our lives_!" exclaims May, trying to make a point.

"Well...I... guess that could be reason... but he's still an impostor." says Peter, dropping the matter afterwards.

After dinner, Tim and May went upstairs, with May going to call up her friends and Tim going off to be Spider-Man, still surprised about May rushing to his defense. However, once Tim left, May went in his room. She had suspected that her cousin was changing in personality and was concerned.

"Good. The coast is clear." May whispers to herself.

She looks around his room and notices Tim's chemistry set pulled out.

"That's odd. Tim hasn't played with that since he was, like, 5." says May.

She then sees his journal lying on his bed and looks into it.

"Now, let's see what's bothering you, Timmy." says May to herself.

She looks around for a few minutes, flipping through nightmares, past Christmas gifts, until she gets to his recent entries. May reads with a surprised look on her face. Tim's crush on her took her off guard. She begins to feel not so much creeped out as she does flattered. In many was, she was attracted to her cousin, though the crush wasn't as strong as it was for someone like Franklin Richards. But Tim still had a crush for her, although it would not be super common in his journal, but apparent enough for someone to get the jist of it. May then puts down the diary and picks up his notebook to check and see if she could learn anything from it. What she saw, however, blew her mind away. She saw old blueprints of mechanical web-shooters from the attic, several Spider-Man costume designs, including the final design which she had seen on the bridge nights earlier. Then she begins to piece it together in her head; the chemistry set for web-fluid, the web-shooter blueprints, how protective Spider-Man was towards her and her family at the bridge. Tim _was_ Spider-Man. Out of shock, and searching for answers, May went up to the attic. Upon arriving, she began to search for clues on how Tim had spider-powers. She then saw one of the trunks semi-crooked. She went over to it, with that tingling at the back of her head happening again. She opens it up and a look of shock and confusion comes over her face

"Oh. My. God." May exclaims.

She sees her father's Spider-Man costume. She sees her late Uncle Ben's costume. She sees the web-shooters.

"So, my own father _was_ Spider-Man, and now Tim _is_ Spider-Man?!" exclaims May, realizing what she had just discovered a revelation.

"Wait a minute, if my _dad_ was Spider-Man, then I must have... spider-powers!" May exclaims.

Attempting to recollect herself, May remembers what her father had told her all throughout his childhood; "with great power, comes great responsibility." Realizing what Tim had said to her father nights before, she looks over at her Uncle Ben's costume, analyzing it's design. She then picks up one of the spare masks in the chest. Looking into it's chrome lenses, May takes it downstairs into her room, not before cleaning up the trunk, though, and shuts the door. Realizing that she has been gifted with a gift and responsibility, May goes into her cousin's room and retrieves her cousin's web-shooter blueprints. If it was anyone's legacy to carry on, it was May "Mayday" Parker, the daughter of the original Spider-Man.


	11. Chapter 11: Dance with the Devil

Nights later, Tim is swinging across the city skyline. Beforehand, he mainly kept himself restricted to Queens as to not attract the unwanted attention of the police, but now, _that_ plan was pointless. Tim knew that the police would be looking for him, and he didn't want Forest Hills to turn into a smoking warzone. While swinging through Brooklyn, Tim turns a corner, preparing to swing home, until his Spider-Sense grabs his attention.

" _Huh? What's that?_ " thinks Tim to himself.

He swings downwards towards the rooftop. After leaping off his web and landing with grace, Tim looks around the rooftop, until a fiery glow begins lighting itself at the far end of the roof. It's glow was giving off a fiery orange color. Tim gazed at it for a few more seconds before it disappeared.

" _What the..._ " the web-slinger thinks to himself, confused.

"Wh-who's there?!" asks Tim with a noticeable shake in his voice.

Just then, his Spider-Sense went off, and Tim turns around to see a strange figure ooze out of the shadows. It was dark red, with it's mouth being exposed and with grey skin. It had two horns on it's helmeted head. It's shoulder-blades extended up and outwards. It had two large D's on it's chest, one overlapping the other halfway.

"H-hey, you look kinda like Daredevil-" says Tim before being interrupted.

"Go home, child. You don't belong out here." says the Daredevil lookalike with a flaming billy stick in a cold, rash, demonic voice.

"W-who are you?!" Tim demands.

"I... am the DARKDEVIL, and I have come to sand you back to your video games and army men!" says Darkdevil.

Just then, Darkdevil launches a stream of fire at Tim. He nearly dodges, but still gets hit nonetheless.

"I have seen you in battle, child, and I personally find you... lacking a bit." says Darkdevil.

"L-lacking 'cough' what?" says Tim, still trying to recover from the shock of getting hit.

"Experience." says Darkdevil in a cold, ghastly voice.

"Kay, listen. I may not know who, or what, you are, but I have more than enough experience to whoop you from one side of Midtown to the other side of Times Square!" says Tim angrily.

He then shoots a webline at Darkdevil, who promptly burns it with his billy stick.

"Your statement is as invalid as your webs are against my Hellfire. The _real_ Spider-Man would know that!" says Darkdevil.

"Why are you on my case? What'd I ever do to you?" asks Tim.

"It's not what you did to _me_. It's what you're doing to your _predecessor_." says Darkdevil.

"W-what?!" says Tim.

"You lack the experience, you lack the strength, and you lack the knowledge to decipher the line between when you can win and when you _can't_!" says Darkdevil.

"I may not have as much experience as the original Spidey, but I believe that I have the same amount of _courage_ to do what's right!" says Tim.

"Yes, yes, I am very much well aware of your victory against the new Green Goblin on the Brooklyn Bridge. The victory you made to save your _family_." says Darkdevil.

"H-how do you know about that?!" asks Tim, surprised.

"You wouldn't believe how fast news goes around in our business!" says Darkdevil.

"What's that supposed to imply?" asks Tim.

"You can find out. IF you submit to a little _test_ of mine!" says Darkdevil.

"W-what?" says Tim. "If you truly believe yourself worthy of the costume you wear, meet me on Pier 73 tomorrow evening... _for the ultimate test_!" says Darkdevil just as he vanishes into a cloud of smoke and fire.

Tim then stands there, stunned and in disbelief as to what he had just seen.

"I... I guess I've gotta date with Darkdevil tomorrow night!" says Tim just as he spins a web and swings home.

Meanwhile, at home, May is sitting on her bed, sewing what appears to be a mask. A red and black costume, fully finished, sits besides her on her pillow. A pair of red spray paint canisters sit on her burrow.

"Just add in the lenses and we're in business!" says May outloud, placing two plastic mirror lenses over the red mask with black lines.


	12. Chapter 12: The Test

The next day, Tim goes through the school day in a daze, not really paying attention to his schoolwork, with Darkdevil's 'test' on his mind. He also saw that May was unusually tired, her eyes had bags under them and she looked like a wreck. Later that evening, Tim rushes through dinner, trying to avoid conversation, but still having to hear a bit of another rant by Uncle Pete about the new Spider-Man. After finishing his supper, Tim races up to his room, pulls over his costume and web-shooters, and makes his way to the docks.

"Okay, where are you, Darkdevil?" Tim asks himself.

Suddenly, his spider-sense turns his attention towards some commotion on the target location; Pier 73. Tim shoots out a web and swings towards the pier and perched himself on a crate to see what was going on. There, he sees a bunch of men loading boxes and containers of what could be assumed to be diamonds out of the boat and onto several trucks.

"Well, well, well! A classic jewel heist, huh. I wonder how many of these Uncle Pete had to handle during _his_ days as a super hero." Tim says silently to himself.

Tim then jumps down, remembering to remain in the shadows, and peers out from behind a shipment crate to get a better look.

"Yeah, so ah' sez to 'im, 'My wife an' I were happy for 23 years, den we met!'" says one of the thugs to another group.

The others then start laughing. Tim sees his opportunity to strike, due to the fact that the thugs had their backs turned, and shoots a web at the back of one of the thugs.

"What the-?!" yells one of the thugs.

"Oh, I'm sorry! Did I come at a bad time?" Tim cracks.

"It's Spider-Man! Waste 'im!" yells the same thug as before.

Then all of the goons begin shooting at Tim, who was dodging every bullet.

"Guys, please, can't we simply talk this out?" cracks Tim.

"There ain't gonna be no talkin' once we're though with you!" yells one of the goons.

Tim then lands in the middle of the pack and punches several of the thugs. He then webs up two more and kicks one in the jaw.

"Well, that was a good workout! Thanks, guys!" cracks Tim before swinging towards the boat.

He keeps to the shadows, trying not to be seen, just as several more henchmen rush to the aid of their humiliated comrades.

"Now, with the majority of the thugs on the docks, I can infiltrate the boat, and lend the mastermind behind all of this a good ol' fashioned butt whooping!" says Tim silently.

He then begins to scale the wall, until he finds a door. He kicks open the door and backflips in.

"Okay, Mr. Mastermind! Give in!" says Tim.

Just then, a larger figure emerges from the shadows and makes himself known in the light. He was bald. He had a blue, long sleeved shirt and black pants. He was about anywhere between 9 and 11 feet in height.

"So, you're the one making a mess of my heist, huh." says the figure in an Austrian accent, resembling Arnold Schwarzenegger's.

"Uh, okay, Arnie. You gonna say 'Hasta la vista, baby' or what?!" asks Tim, mocking the figure's accent.

"Arrghh! That is a misconception! Just because I have an Austrian accent doesn't mean I am automatically related to Arnold Schwarzenegger!" says the figure. "In fact, I am quite the opposite of Arnold, for my name is... Hogan!" says the figure.

"Hogan, huh? Like... Hulk Hogan, per say?" cracks Tim.

Just then, Hogan smashes the floor under him, with Tim nearly dodging out of the way.

"Ahhhhhhghhh! NO! My name is not Hulk Hogan! My name is Hogan Cruller! HOGAN! CRULLER!" says Hogan, trying to get the point of his identity across.

"Okay, okay! Sorry, geez!" says Tim.

Tim then webs up Hogan's face, causing him to yell in frustration. He eventually manages to rip off the webbing, only to be met by a kick in the face by Tim.

"You. Chill pill. Seriously." cracks Tim.

"All I need is to wipe you from the face of the Earth!" yells Hogan.

Just then, Hogan grabs Tim by his leg and threw him out of the room, creating a hole in the wall.

"Ugghhh. Y-you certainly know your demolitions, Hogan, my man. Too bad you obviously don't know what a _door_ is!" says Tim.

"AGGGHHH! Do you ever shut up for 1 minute?!" screams Hogan.

"No, sorry. Don't believe in it." cracks Tim.

Just then, Hogan charges towards Tim like a rhinoceros. However, Tim, who is standing on the edge of the boat, moves out of the way, causing Hogan to crash through and fall into the water screaming.

"Hope you like your dip in the river! I hear that it's very nice this time 'o year!" cracks Tim.

"Aghhh! I'll get you for this... S-Spider-Man!" yells Hogan, freezing, just as the cops arrive.

Tim swings away to a nearby rooftop. He turns and looks on at the police as they arrest Hogan's men and place them in handcuffs.

"Proud of yourself, little boy?" says a cold voice.

Just then, Darkdevil oozes out of the shadows behind Tim.

"Wha-? Oh! Darkdevil, you again." Tim says uncomfortably.

"Revel in this small victory while you can, child!" says Darkdevil.

"What's with you, Darkdevil? Why're you hassling me?" asks Tim.

"Just trying to prevent an unnecessary funeral, kid! While you proved yourself against a worthy opponent, you still won by luck. And luck... doesn't last! And neither do those who play hero!" says Darkdevil before vanishing into his cloud of Hellfire.

Tim is then left to stand and wonder what his future will come, and if Darkdevil is right about Tim's inexperience.

Meanwhile, on the other side of town, a mugging is taking place in a dimly lit alleyway.

"Gimmie da' cash now, lady! Or else yer gonna lose more than just the bag!" says the mugger.

"Lemme go! Let me GO!" shouts the lady getting mugged.

"I'll let you go once you gimmie da purse!" says the mugger, holding up a gun.

The woman then stops dead in her tracks, frozen in fear.

"Yeah, that's it! Now scram!" shouts the mugger, taking the purse away.

Just then, however, a figure lands on the lamppost behind them.

"You like walking around being the world's biggest cliche! Seriously, good for you! But, c'mon, leave the lady alone, dude." says the figure, a female voice spouting the words.

The mugger then turns around in confusion.

"What the?! S-Spider-Man?! Here?!" shouts the mugger, shocked.

"Sorry, there aren't any Spider-Men here!" shouts the girl, now hanging upside down on a web.

Her costume was similar to Tim's costume in that it had the same colors on them; red and black. The mask was slightly different, as it had larger eye lenses on them and they were far more expressive. The symbol was also far larger and extended all across the body and onto the back. On her wrists were red gauntlets which were shinier than her costume.

"S-Spider... girl?" says the mugger, confused.

"I was thinking more of Spider-Woman, but that works, too." shouts the girl.

The girl then presses her middle and ring fingers into her palm and shoots out a short, but thick, web splatter. The webbing blinded the mugger, who was then flailing around, trying to get the webbing off of him.

"Arggh! What is this stuff?!" shouts the mugger.

"Webbing that my dad invented. I don't think you wanna know how that works." says the girl before punching the mugger in the jaw.

The mugger then falls flat on his face, obviously unconscious.

The woman then picks up her purse off the ground, which the mugger had dropped when he got punched.

"T-thank you... Spider-Man." says the woman in gratitude.

"You're welcome." says the girl.

The girl then presses her ring and middle fingers into her palm, and a web fires out of it and attaches itself to a nearby ledge.

"But before I go, it's not Spider-Man. Call me... Spider-Girl." says the girl before pulling herself back and swinging away.

"Alright... Spider-Girl." says the woman, who looks up towards the sky in hope for more heroes like the one who had just saved her.


	13. Chapter 13: Sibling Rivalry

The next day, at school, Tim was looking in his locker for his web-shooters. It was his free lunch period and he was going to make the most of it.

" _Where are they?!_ " screams Tim in his head.

"Oh, there they are." says Tim looking in-between his history and science books.

He then grabs his costume and runs to the stairwell. Tim had conducted a routine plan for how to play as Spider-Man in the daytime as well as at night. On the weekdays, he would patrol the city at noon during his lunch hour, and at 8 'o clock PM 'till 1 'o clock AM during the night. On weekends, he would patrol all day and all night. When he got up to the roof, he changed into his costume, snapped on his web-shooters, and swung off into Manhattan. He patrolled the streets, stopping several daytime muggings in the process. Tim then realized how much more crime there was in the daytime than in the nighttime, probably due to the fact that Spider-Man patrolled at night more than the daytime. When 11:50 came, Tim grudgingly made his way back to Midtown High, ready to attend his afternoon classes. In the hallway, however, he bumped into May while turning a corner.

"Oh! May! I'm sorry, I didn't see you there!" says Tim.

"It's... It's alright." says May blushing.

"Well, I... I guess I'll see you at the front doors?" asks Tim.

"Y-yeah! Of course!" says May nervously, and the Two walked in opposite directions.

For the past few days, May began acting very cautious around Tim. The truth was, her long-buried feelings for her cousin were starting to emerge. As the end of the day came, Tim and May walked home together, neither one saying much to the other. At home, they both ate in silence, listening to Uncle Pete rant about more sightings of Spider-Man in the city. When dinner was finished, Tim and May went upstairs and into their rooms. Tim went out as Spider-Man once more, swinging towards Manhattan for his nightly patrol. However, during one of his swings, he saw another figure on the rooftops.

"Oh, great! Darkdevil again!" said Tim to himself. Tim landed on the rooftop, and approached the figure.

"Yo! Hornhead! What're you doing up here? In the middle of Midtown of all places?" asks Tim, confused.

Darkdevil normally fought crime in Hell's Kitchen, form what Tim knew based on what the internet had to say. He had secretly been keeping tabs on the current Guardian Devil recently to make sure that he didn't go rouge or anything. Tim was paranoid at times, but when it came to a supernatural, demonic vigilante who patrolled the most dangerous part of New York City every night, you'd feel the same.

"Hornhead?! Who are you calling Hornhead?!" asks the figure, feminine in her voice.

"Huh? You're not Darkdevil!" says Tim.

Just then, the female figure stood straight up and turned to face Tim, who became both shocked and confused.

"What the-?!" exclaims Tim.

The figure was wearing what seemed to be a replica of the second Spider-Man costume he found in the attic the night he discovered Uncle Pete's secret past, with a few differences. First of all, the spider on the chest was different. The lower legs extended around the bottom of the torso instead of leaking into the actual costume "pants". Second of all, the color palette was identical to Tim's costume. The slightly dark red, the heavy dark blue, and even the web-shooters were matching red as well.

"W... who _are_ you?" Tim cautiously asks.

"Name's Spider-Girl." says the figure before jumping off the rooftop backwards.

"What the-?! Hey, wait up!" screamed Tim before jumping off the rooftop and swinging after Spider-Girl.

Spider-Man and Spider-Girl swung all across the city, with the latter having occasional giggle fits.

"Wait up!" says Tim panting.

Eventually, Spider-Girl landed on a nearby rooftop, with Tim following behind.

"Isn't it nice at this time of night? The evening clouds? The city skyline? The bright lights?" says Spider-Girl.

"Yeah, it's all very nice. Now tell me who you are, where you got your costume from, and what your gig is!" demanded Tim.

"Well, seeing as I, like you, have a secret identity to protect, my real name is... classified. As for the costume, made it myself. And as for my gig... same thing as you!" says Spider-Girl.

"Which is... ?!" asked Tim.

"Saving innocent lives, of course!" replies Spider-Girl.

"Well, news flash, girl! This town only needs one Spider-Person, and I was here first!" exclaims Tim.

"So?! Wasn't there, at one point, both a Spider-Man _and_ a Spider-Woman?" reasons Spider-Girl.

"Well, yeah, but-" says Tim before being interrupted.

"Exactly! So if you're here, why can't I?!" demands Spider-Girl.

"Because... it's dangerous. You'll get hurt. You may even get killed." replies Tim.

"Oh! Look at Mr. Hypocrite here people! Being a sexist and not thinking that I'm good enough to be a hero, JUST BECAUSE I'M A GIRL!" shouts Spider-Girl.

"It's not...! I'm not...! Look, I'm not being a sexist. I just have a bit more experience and understanding at the hero gig than you." says Tim.

"Oh, and you weren't like that when you first started out?!" yells Spider-Girl.

"Girl, please. Just, do me a favor... _go home_!" demands Tim.

Then, tears begin to well up beneath Spider-Girl's mask as she begins to cry.

"W-well, 'sniff', i-if you don't wanna accept, 'sniff', my help, 'sob', then... then... THEN I'LL JUST GO HOME!" Spider-Girl screams while crying.

She then presses her middle and ring fingers into her palm, spins a web and swings off.

"Aw, c'mon, wait-!" begs Tim, but failing.

"Look at me! The big, bad super hero picking on a poor kid just trying to do the right thing!" thinks Tim to himself, feeling miserable.

Wanting to make up for it, he, too, presses his middle and ring fingers into his palm, shoots a web and swings across New York, looking for his female counterpart. While looking, it started to rain, no, _pour_. Eventually, though, Tim heard crying and sniffling coming from the top of a nearby chapel. He squinted and saw Spider-Girl sitting there, cuddled up into a ball. He swung towards her and landed behind her.

w"Wh-what do, 'sniff', you want?!" asked Spider-Girl, still crying.

"Listen, I just wanted to apologize to you. My behavior and words were uncalled for and rash. I didn't mean it in the way I sounded." says Tim, trying his best to apologize.

Spider-Girl turned around and looked at Tim with a sad look in her eyes. Tim kneeled down and hugged her, and she returned the hug as well.

"I... I'm sorry." says Tim.

"I'm sorry, too, for overreacting." says Spider-Girl. She then cuddles up with Tim, trying to keep warm from the rain.

"T-Tim... ?" she then says.

"W-what?! H-how do you know who I am?!" asks Tim.

Just then, Spider-Girl takes off her mask, revealing a face that Tim semi-expected, semi-didn't expect: Mayday Parker.

"M-M-May?! Is that you?!" asks Tim.

"Y-yeah..." says May.

"How long have you known about my secret? And how long have you been dressed like this?" asks Tim, calmly this time. "2 weeks, and 1 and a half weeks." says May with a slight smile.

"How long have you been Spider-Man?" asks May in response.

"About 3 weeks to a month." says Tim.

Then, the two smile and burst out laughing, as they sat there, cuddled up in the rain, with their masks off.


	14. Chapter 14: Super Hero Sickness

A half an hour later, Tim and May are still cuddling on top of the chapel as the rain begins to die down, until is eventually stops altogether.

"H-huh? Oh, yeah." Tim says as he wakes up.

May is still sleeping, and hugging him tightly.

"So peaceful, my cuz..." says Tim to himself.

Tim then takes her home himself via web-swinging, as he knew what would happen if she tried to swing home herself in her state. He picks her up, princess style, spins a web, and swings towards Forest Hills. Upon arriving home, he goes through May's window, lays her into bed, tucks her in, and shoves her mask under her bed. He then tears off his wet, soggy costume, puts on a t-shirt, and passes out before his head even hits the pillow. The next day, Tim wakes up, feeling extremely groggy. "Oh man! I feel terrible." says Tim silently to himself. He then walks in to check on May, and sees that she is asleep, but her costume is on the floor. He then goes to put it under her bed.

"Unn, what're you doing?" asks May in a groggy voice.

"Shhh, I'm putting your costume under your bed. Saw it out in the open and didn't want your parents to have a heart attack." says Tim quietly.

"Yeah, I took it off last night. I don' feel so good." says May. "Neither do I." says Tim rubbing his head. May falls back to sleep, and Tim kisses her on the cheek.

"I love you." he says quietly.

"Luv you too..." May says before trailing off into unconscious.

Tim then heads downstairs, and sees Mary Jane cooking breakfast.

"Oh, hi sweetheart!" says Mary Jane. "H-hi, Auntie M." says Tim groggily.

"Oh, sweetie, you don't sound so good." says Mary Jane in concern.

"I... I'm fine. W-where's Uncle Pete?" asks Tim.

"Went off to work early. Important case. Now, how do you _really_ feel?" asks Mary Jane.

"Tch, not so good, to be completely honest, and neither does May." says Tim.

"What do you mean?" asks Mary Jane.

"I checked in on her this morning, said she wasn't feeling well." says Tim, cautiously leaving out the subjects of Spider-Man and Spider-Girl.

Mary Jane then places her hand on his forehead.

"Oh, dear! You have a fever, Tim!" says Mary Jane.

"Go. Go up to your room. I'll be up there in a sec with tomato soup for you as well as to check on May." says Mary Jane.

Tim then heads upstairs and gets into bed. He then sees Auntie M go in to check up on her daughter.

"Oh well, at least things cant get any worse. Just a few days rest, and me and May will be back to web-slinging before we know it!" says Tim to himself, knowing that if May is as persistent as he is, she won't stop being a hero even if he tries.


	15. Chapter 15: The New Avengers, Part 1

About a week had passed since Tim and May got sick from sleeping out in the rain together. In that time, they both got better. Within 3 days, they were both back to school, and web-slinging. Tim was showing May the ropes of being a super hero in occasional training sessions. They often went to central park to train in hand-to-hand combat, something that they both were proficient at. But instead of doing the cliche and being partners, they were both solo heroes, fighting crime in different sections of New York, with the occasional team up here and there. At school on a Friday, Tim was unpacking his locker, waiting for May. He eventually packed up everything into his backpack, his books, his costume, his web-shooters, etc., and made for the front door. May was standing there waiting for him.

"Hi!" says Tim enthusiastically.

"Hey!" says May.

They then hug each other and beat the tsunami of excited kids who swarmed the halls to make the weekend come faster.

"So, got plans for tonight?" asks May.

"I plan to hit Harlem later this evening and then stroll on over to the Bronx." says Tim, citing his patrol strategy for the evening.

"That's cool, that's cool. Personally, I plan to hit Times Square and then move into, oh I dunno, Hell's Kitchen." says May, citing her patrol strategy.

"What?! H-Hell's Kitchen?! A-Are you nuts?!" says Tim in surprise.

"What?" says May.

"I get Times Square, but there's this Daredevil looking dude called Darkdevil who already patrols the streets of Hell's Kitchen! Plus, it's too violent." says Tim in response.

"So? I can handle myself, Tim. I'm not 6 anymore." says May in a cute voice.

"May, I... I worry about you. Heck, I even worry about myself when I do this. But you have to know what kind of area you're getting into with our biz." says Tim, trying to reason with May.

"Tim, listen. I think it's absolutely adorable that you want to look after me, and I appreciate the fact that you want me to be safe, but I'm 15 years old, practically a grown woman. I can look after myself." says May.

"Just... if you _really_ want to go into Hell's Kitchen, allow me to come with you. I'll break off my patrol schedule for tonight." says Tim, trying to be supportive, yet careful at the same time.

"'Sighs'... alright. You can come." says May with slight hint of frustration.

Meanwhile, in another, unknown location, a figure stares at New York through a magical orb while seated on what seems to be a throne.

"Ah, Midgard. How I've tried to conquer you in the past, but have been defeated by my brother Thor and his band of... mortals." says the figure with disgust.

"A group of mortals that banded together and formed... _the Avengers_. Iron Man, Captain America, Thor, Hulk, Wasp, and Giant Man. My greatest failure was how inadvertently caused these heroes to band against me, and I was sent back to Asgard for it!" says the figure with frustration.

"But now, I believe that I have a way to undo everything that caused the Avengers' rise to glory, and it's all within their former base of operations!" says the figure with a grin.

"For now, I, Loki, the God of Mischief and Trickery, will have my ultimate revenge on Midgard and all the 9 Realms for ridiculing and shunning me, but most of all, the legacy of the so-called Earth's Mightiest Heroes will be shattered... forever!" says Loki as he emerges into the light, revealing his Asgardian robes and laughing as well.

Back in New York, Tim and May were patrolling around different parts of the city before they were to meet up at the entrance of Hell's Kitchen, stopping muggings and whatnot.

"I really, really, really hope that May calls off the meeting in Hell's Kitchen. There's something about that place that even creeps _me_ out." thinks Tim to himself just as he stops a mugger from getting away with a woman's purse.

"Oh, thank you, thank you, thank you, Spider-Man!" says the woman in gratitude.

"No problem, ma'am. Just doin'\g what comes... naturally..." says Tim before slowing down and turning his head to the right.

A swirling vortex cloud began to form over the Avengers Compound, and it was spinning rapidly.

"Uh, lady, I think you'd better run for the hills if you know what I mean!" says Tim, warning the lady to get to safety.

The woman nods and runs in the opposite direction of the vortex. Tim then presses his middle and ring fingers into his palm, spins a web, and swings towards the legendary Compound. When he arrives, a streak of bright light strikes down at the facility from the vortex.

"Whoo-baby, what do we got going on over here?" says Tim quietly to himself.

Suddenly, May swings in on a webline and drops next to her cousin.

"Ti- er... Spider-Man, what's going on here?" asks May, trying not to blow her or her cousin's secret identities.

"Well, fellow newscaster Spider-Girl, from what I can tell, a tornado of pure light has just touched down on the legendary Avengers Compound! Any comments on this strange weather that we're having?" says Tim sarcastically.

"Spider-Man, be real here! Something's happening."

Behind the two arachnid heroes, however, a motorcycle is speeding down towards them. On it, is a female figure with a Captain America-like uniform on, except with black on the arms, legs, and lower torso. She also had long, blonde hair that reached down to her upper back.

"So, I take it you two are here because of the light-nado?" asks the female Captain America.

"Uh, and you would be... ?" asks Tim.

"Oh, I'm terribly sorry. My name is American Dream. I strive to carry on the legacy of the original Captain America." replies American Dream.

Then, another figure appears, this time from the sky. It's body was a dark grey with silver accents on it. It had an upside-down triangle on it's chest that was glowing blue. It also had a golden faceplate with rectangular eyes that matched it's chest triangle. The figure was very tall, around 7 feet in height.

"Uh... Iron Man, is that you?" asked Spider-Man, Spider-Girl, and American Dream all at once.

" **I received a signal from Avengers Compound, an alert. And no, I am not Iron Man. My name is Mainframe.** " says the figure in a highly robotic voice.

" **What's going on?** " asks Mainframe.

"Y... you seriously don't see the glowing tornado that's striking the Compound?" asks May.

"I see the light, Spider-Girl, but the phenomenon is the mystery." says American Dream.

Then, two more figures appear. One is large. He has a dome shaped helmet that is bright silver with eye-holes and a mouth-hole. He also has arm bands that are the same color as his helmet, and has a dark red shirt and black pants and boots below that. The other figure was tiny. She had a helmet that highly resembled the helmet of the second Ant-Man. She had a dark red suit that had a 'Y' symbol on the chest, along with wings that highly resembled the wings of the original Wasp.

"Uh, late to the party I see?" asks the large figure.

"Nope, it's just starting." says Tim.

"Can anyone explain the glowing tornado that's touched down on the Compound." asks the Wasp-lookalike.

"Nope. Care to explain who you are? We're kind of taking attendance here." cracks May.

"Uh, I'm J2. I'm the son of the original Juggernaut." replies the larger figure.

"I'm Stinger, the daughter of the second Ant-Man." replies the Wasp-lookalike.

Just then, a burst of lighting seemingly strengthens the twister and it begins to pulsate.

"Uh, anyone _else_ care to go first?" asks Tim worriedly.


	16. Chapter 16: The New Avengers, Part 2

The 6 heroes knock past the gates of the Compound and enter.

"Who would wanna send a tornado of pure light onto this place?" asks J2.

"Well, considering the fact that it's the _Avengers Compound_ , I'd think that just about _every_ super villain would want to breach the former base of Earth's Mightiest Heroes!" replies May, annoyed.

Then, the group came across a room that was being searched through by what seemed to be trolls, complete with green skin and brown armor.

"Alright, people. Heads up. We've got company!" whispers American Dream just as the rest of the heroes follow behind her.

"Where is it?! The master will not be pleased if we do not return with the mace!" says one of the trolls.

All of a sudden, the 6 young heroes burst out of hiding.

"Alright, everyone! Let's send these trolls back under their bridges from which they came!" shouts American Dream.

Then, the heroes attack the trolls. Meanwhile, in another section of the Compound, a young, blonde-haired boy is seen lying on the floor and he wakes up.

"Uhhhgghh. W-what happened? One minute I'm with Edwin Jarvis, getting my old man's mace, and the next thing I know, a flash of light comes out of nowhere and I fall out cold! What's going on?" asks the boy just as he begins walking around the Compound, trying to find out what's going on, or at the very least, escape.

Meanwhile, back with our heroes, the trolls lie on the ground, beaten into unconsciousness. Mainframe hacks into the motherboard and the camera systems.

" **Guys, look at this!** " says Mainframe.

The 5 other heroes rush towards Mainframe's location and look at the cameras, which are situated in the artifact library in the lower corridors of Avengers Compound. There, the group sees a literal army of trolls surrounding a glowing, robed figure.

"Who, or what, is _that_?" asks Stinger.

" **I... I don't know. But whoever it is, he or she wants something here. A villain wouldn't come here to wage war on the Avengers because there _are_ no Avengers.** " replies Mainframe.

"Wait! Zoom in! Let's get a better picture. It's gotta be someone who has a past history with the team." says Tim.

"And how do you _know_ that it's someone from the original team's past?" asks American Dream.

"I... call it a hunch." replies Tim.

Mainframe then zooms in on the glowing figure in the center, and who they see makes all 6 heroes gasp in shock, surprise, and horror.

"Is that... ?!" asks Tim.

"It can't be!" says May.

"There's no way that can be him... !" says J2.

But it was. The immortal Asgardian God of Trickery and Mischief himself.

"Loki..." say all of the heroes at once.

"Isn't that the guy who, y'know, kinda... _created_ the original Avengers team in the first place?" asks J2.

"Yeah... but... we're not the Avengers." says Tim.

"Maybe, but we still have a duty to stop Loki. After all, we're super heroes." says American Dream.

"Please... please help me!" asks a voice from behind.

The 6 heroes turn around and grow defensive.

" **Who's there?!** " asks Mainframe.

"Please, I need your help." says the voice.

Then, the blonde boy from earlier emerges from the shadows behind the young warriors.

"Who are you?!" demands American Dream.

"My name... is Kevin Masterson. I am the son... of the original Thunderstrike." says the figure, revealing his identity.

"What are you doing here?" asks Stinger. Kevin then explains his story.

"I came here to retrieve my late father's mace, Thunderstrike, when I got a call from Edwin Jarvis, the Compound's caretaker. I came here, he gave it to me, said that when my father was killed the magic was stripped from it, and then, next thing I know, there's this bright flash of light and then... nothing." explains Kevin.

"After that, I woke up, and it was dark. Jarvis wasn't there, and neither was the mace." says Kevin.

"Hmm. The flash of light, Jarvis being missing, the mace being missing, Loki and and army of trolls looking around for a... mace! That's it! Loki must've been looking for your father's mace!" says American Dream, realizing what Loki's plot is.

"But... why? Like I said, there's no magic _in_ it. The magic was in my father, and the mace was the conduit for it's energy. When the original Thunderstrike was killed, the magic stayed with him." says Kevin.

"That maybe so, but remember that Loki is a _god_. He can manipulate magic. It's possible that since the original Thunderstrike's mace was, according to what I've read on Wikipedia, crafted in Asgard, Loki might be able to put magic back _into_ it, because it's still technically an Asgardian weapon." says Tim.

"Whatever, we just have to retrieve the mace and send Loki back to Asgard, along with his army of trolls!" says American Dream.

"But what about me? That mace was my father's and I came here for it! I'm not leaving without it!" demands Kevin.

"We'll get the mace back for you, but you need to stay here! It's too dangerous!" says American Dream.

"B-but it's-" says Kevin before being cut off.

A bright flash of light all of a sudden engulfs the room, and seconds later, the light clears, but with the 6 heroes and Kevin missing.


	17. Chapter 17: The New Avengers, Part 3

The heroes awake in an underground chamber, surrounded by trolls, and in cuffs.

"Unghh." moans Tim in pain.

"Wh-what happened?" asks J2, awakening from a deep slumber.

"At last, the demons awake!" says one of the trolls.

"D-demons?! Well, someone's been playing Halo." says Tim.

"What?" asks American Dream.

"Y'know, Halo. In the game, the alien Covenant forces call humanity, and particularly the super-soldier Spartans, demons, because they are threats to their insane religion." replies Tim, bragging like a know-it-all fanboy.

"Just roll with it, he's a video game addict." whispers May.

"Whatever." says American Dream.

"So, you are the heroes who are meddling in my Asgardian affairs." says a voice in the shadows.

" **Who's asking?** " asks Mainframe.

" _I_ am the one who is asking." says the voice.

All of a sudden, Loki walks out into the open light.

"Loki... " whispers Stinger.

"So, you have come to face me, I see." says Loki, menacingly.

"Face you? Nah! We just came here to look at the exhibits. I hear that there's a new piece of wreckage from the Kree-Skrull war on display in _that_ exhibit!" cracks Tim.

"What?! You dare! Do you realize that you are speaking in the presence of an Asgardian god, you puny weakling?!" screams Loki.

"Really? Cuz' the only thing I see right now is a clown in an overly-religious reindeer helmet and a goofy green and yellow nightgown!" cracks Tim.

"Arrrgghh! I have had enough of your insolence! Away with you, pathetic mortal!" yells Loki before motioning to his trolls to take him away.

"H-hey! Leave my cous- er... Spider-Man alone, you... you creeps!" screams May.

"Ma- er... Spider-Girl, I'll be fine. Just help the others." whispers Tim just as he is dragged away by two trolls.

"Noooo! Spider-Man!" yells May, who desperately tries to break free of her bonds, but to no avail.

American Dream then reaches out and calms her down.

"Spider-Girl, listen. I'm sure that Spider-Man will be fine! We just have to wait for the right opportunity to escape!" whispers American Dream, holding Spider-Girl in her arms.

"I... I just care too much about him for him to get hurt!" says May, on the verge of tears once more.

"Now that we have _that_ taken care of, let's get back to business, shall we?" says Loki, with an evil grin on his face.

Meanwhile, Tim is dragged through the halls of the cavern by two of Loki's trolls.

"So, you guys in a relationship? Engaged? About to get married? How about your four kids? Mike, Jimmy, Sandy, and Molly?" cracks Tim, trying to break up the monotony.

"Silence, demon! Your pathetic quips cannot, and will not, distract us!" yells one of the Trolls, causing some spit to land on Tim's mask.

"Uh, someone needs to learn to say it, not spray it!" cracks Tim, noting the saliva drips that are on his mask.

"Uhhhgggghh! Does this human ever stop with his jokes?! They are not even funny!" says one of the trolls.

"Ohh! Jealous? Maybe it's because you don't have a sense of humor, or did you not exactly have the best childhood ever?" cracks Tim again.

The same troll that Tim has been aggravating for the past few minutes scowls at the next-gen Spider-Man, trying to make him shut up, but this is to no avail.

"Just ignore the mortal. We're almost at the cells. We can throw him in and be done with it." says the other troll.

"Wow. From demon to human to mortal. Man, is it just me, or do you guys have the worst kind of grammar consistency ever?" cracks Tim.

Eventually, the trolls arrive at the jails. They unlock one of the cages and toss Tim in.

"So? You got thrown in here, too?" says a voice.

"W-wait?! Kevin?! Is that you?!" asks Tim, confused.

Kevin Masterson then comes into the light.

"H-hey, dude," says Tim, still surprised that Kevin was still even alive.

"Hey, Spidey." replies Kevin.

After a few long minutes, the two finally converse some more.

"So, I don't suppose you don't have an escape route planned for the both of us?" asks Tim.

"Nah, you?" asks Kevin.

"Dude, if I knew a way to escape those trolls, which I did, I might have done that already." says Tim.

"So... why didn't you?" asks Kevin.

"I... dunno. I guess I just wanted to make the trolls rage-quit. Heck, I would have pulled a few 'yo-mama' jokes if I wasn't-" says Tim before being cut off. "Let's find a way to escape and stop Loki first, then wisecrack later." says Kevin, not wanting to waste any more time.

Back with the remaining 5 heroes in Loki's chamber, the heroes gather around and try to figure out a way to escape.

"...we grab the mace, and Mainframe blows a hole into the ceiling for all of us to escape through!" says American Dream, conjuring up a plan.

"B-but what about my cous- er... Spider-Man?" asks May.

"We'll break him out, too, right before we leave." replies American Dream.

"But what about that Masterson kid? Shouldn't we also focus on saving him as well?" asks J2.

"At this point we don't even know if he's still _alive_. For all we know, Loki's trolls could have already done away with him." replies Stinger.

"It wouldn't hurt to try to find him as well as Spider-Man!" says American Dream, refusing to leave a man behind.

" **I just hope that we can find Spider-Man and Kevin and get out of here...** " says Mainframe with worry.

Back with Tim and Kevin, they, too, try to conjure up an escape plan.

"Well, you _do_ have super strength, right?" asks Kevin.

"What of it?" asks Tim.

"You can try to pry the bars apart." says Kevin.

"I can't get enough leverage in these cuffs." says Tim.

Meanwhile, in another cell, someone else awakens.

"My word!" says the man. He hears whispering in the next cage over. "Master Kevin?" says the man, recognizing Kevin Masterson's voice.

"Oh, my god! Jarvis! Y-you're alive!" says Kevin with surprise and joy.

"And is that you, Master Spider-Man?" asks Jarvis, managing to get a peek into their cell.

"N-no. You must be thinking of someone else" replies Tim.

"But if I could only break these bonds..." says Tim, trying to pry his bonds apart.

All of a sudden, though, his cuffs shatter.

"Wow. That was easier than I expected." says Tim.

"So? Do we have a way to escape?" asks Kevin.

"Yeah. I think I have a plan..." says Tim, grinning under his mask. He then grabs the golden bars.

"You wanna know something about gold?" asks Tim, pulling on the bars.

"It's one of the weakest metals around!" says Tim just as he breaks the bars down.

Back in the chamber, Loki prepares to re-enchant the legendary Thunderstrike mace with Asgardian magic.

"Master, we're almost ready!" says one of the troll soldiers.

"Good, very good. What of the mortals?" asks Loki.

"The demons will be dealt with soon enough, my lord!" says the troll.

"Make it happen, fast! I don't want any of these do-gooders getting in the way of my plans for this mace!" says Loki.

"Of course, my lord." says the troll again before walking away.

Back with Kevin, Jarvis, and Tim, they have successfully managed to make it back to the chamber of Loki, where the God of Mischief has their friends and the mace.

"Got a plan, Spidey?" asks Kevin.

"Not much of a plan, but I do have an idea as to how we can free our friends." replies Tim.

"What is it?" asks Kevin.

Tim then whispers to Kevin how he's going to free their friends. Tim then runs off towards the trapped heroes.

"Alright, this'll only work once!" says Tim as he sneaks up behind a troll.

He then grabs the troll, puts his hand over it's mouth as it struggles to get free, and is knocked out. He then ties the trolls arms and legs up with webbing and makes for the shadows. Back with the trapped heroes, the knocked out troll walks over to them, made into a puppet by Tim.

"Wha-what's going on?" asks J2.

The troll then motions for the heroes to follow him. They walk with it towards the jails.

"Where are you taking us?" asks American Dream.

All of a sudden, the troll slouches down into a knocked out state.

"Huh?!" exclaims Stinger.

Then, Tim appears out of nowhere from the ceiling above them.

"Ti-... Spider-Man!" says May with happiness. Tim and May then hug each other.

" **Spider-Man! But how did you get out? And where are your cuffs?** " asks Mainframe.

"I broke them. Freed myself and Kevin." replies Tim.

"Kevin's alive?!" asks Stinger with surprise.

"Yeah. We got thrown in the same cell." replies Tim.

"Do you know where he is?" asks American Dream.

Back with Kevin, he waits patiently for Spider-Man's return, but also wonder and worries if he got captured once more.

"Where is he?" asks Kevin to himself as he watches Loki prepare to induce magic into his father's mace from a distance.

"Boo!" whispers a voice from behind.

"Gaahh!" jumps Kevin.

"Dude, calm down! It's me!" whispers Tim, with the rest of the young heroes behind him.

"Oh, my god! You guys made it!" whispers Kevin with excitement.

"But wait. Were you guys followed?" asks Kevin.

"No. We sneaked by with relative ease." replies May.

" **As much as I'd like to chit-chat, we've got to get out of here!** " says Mainframe.

"Agreed. We've got to get that mace, though." says American Dream.

The heroes race back down the way they came, and arrive near where Loki is.

" **Hold it right there, Loki!** " orders Mainframe.

Loki turns around, surprised.

"What?! Y-you've escaped?! How is this possible?!" demands Loki.

"Try intelligence, common sense, and cunning!" cracks Tim.

"I have had enough of your insolence, boy! Guards, take these mortals away!" yells Loki to a pair of trolls.

The trolls approach the young heroes, preparing to take them to the jails.

"Really? 2 versus 6? Like _that's_ fair." cracks American Dream just as she rams into one of the trolls with her fists.

When the second troll tries to take her from behind, J2 rushes it an knocks it into a wall.

"Nuh, uh, uh! Didn't your mother ever tell you that it's rude to hit a lady?" cracks J2.

All of a sudden, a small group of trolls surround Loki, but Tim, May, Stinger, and Mainframe attack the trolls.

Then, during the brawl, an object falls on the ground next to American Dream.

"What's this?" she says, picking up the weapon.

It looks like an exact replica of Captain America's first shield from the 1940's.

Two trolls rush her, but she blocks. Realizing that this could be her weapon, she continues to pound on the trolls alongside her allies.

"Waitaminute! Loki's guard is down, so the mace is unprotected. This is my chance to retrieve it!" exclaims Kevin, realizing the situation.

Kevin then runs towards the floating weapon, and jumps.

"K-Kevin?! NO!" yells American Dream.

Kevin then grabs hold of it, and is consumed in an aura of blinding light. But then, he emerges from it, in a costume no less. It resembled Thor's armor almost, except in a black and yellow color scheme, and minus the came and booties.

"I-I... wh-what's happened to me?!" asks Kevin out loud, confused about his transformation.

Everyone else stands there in shock and awe, gazing at the rejuvenated Kevin Masterson.

" _The boy! He has absorbed Thunderstrike!_ " thinks Loki to himself.

Two trolls then rush Kevin, who puts his hands up in defense.

"S-stay back! I don't know what-" says Kevin before being interrupted.

Two white beams of bright light come out of his hands and send the trolls flying across the room.

"Wow! I... I've absorbed not only the hammer, but it's re-energized power as well!" thinks Kevin to himself.

A group of trolls then rush Kevin, who, in turn, lifts his hands up and fires his beams at the group.

"It appears that it's gone from 6 to 7!" whispers J2.

The heroes then gather around, back to back.

"So, what do you call yourself, Kev?" asks American Dream.

"Well, I guess Thunderstrike for now!" answers Kevin.

"Let's see, 7 heroes versus, I dunno, 700 trolls!" says J2.

"We'll make it count." says Stinger.

" **Well, what do we do?** " asks Mainframe.

"Dream, you're obviously the leader here, so what's the plan of attack?" asks Tim.

"I have a plan: attack!" she replies.

The 7 heroes explode into battle. Repulsor rays, shields, lighting rays, webbing, sting blasts, and boulders are thrown everywhere. Within minutes, the troll army is defeated by the young warriors, who then subsequently corner Loki.

"S-stay back! I'm warning you!" demands Loki in fear.

"Yeah, not happening!" says Tim.

The heroes prepare to beat on him, until a bright light engulfs Loki, who then disappears when the room clears.

"Where'd he go?!" asks J2. All of a sudden, the ground begins to shake.

" **Perhaps, it would be best if we made a hasty departure of our own!** " says Mainframe.

The heroes and Jarvis then run towards the nearest cave, which then leads to an exit. The heroes make it to the surface, which turns out to be Avengers Compound, just as the cave disappears. The storm dissipates, and the sky is clear once more.

"Well, that was sure fun and exciting!" says Stinger, panting in exhaustion.

" **Friends, I have a... proposition to make!** " says Mainframe.

"What do you mean?" asks Stinger.

" **11 years. 11 years is too long without a formal team of Avengers.** " says Mainframe.

"What're you saying, Tin Can?" says Tim.

" **I'm saying that today, the world was lucky. The 7 of us managed to band together to face a threat like no other. But what if it happens again, and if there's no formal system in place to handle it? What then?** " answers Mainframe.

"Your point?" asks American Dream.

" **My point is that if the old Avengers aren't around, we could be the _new_ Avengers**." says Mainframe.

" _Wow! A chance to be an Avenger? Too cool! What better way to make up for my old man's lousy rep?_ " thinks J2 to himself.

" _My dad'll freak if I agree to this, but it's my life!_ " thinks Stinger to herself. " _After what these guys went through for me, no way I'd ditch them now!_ " thinks Kevin to himself.

" _Well... if we're going to be the Avengers, we're gonna need a Captain America._ " thinks American Dream to herself.

" _I fought a god and an army of trolls to save New York. I'd consider myself as one of Earth's Mightiest Heroes!_ " thinks May to herself.

" _This might be a chance for me to prove to Uncle Pete that I'm not bad, or I'm trying to stomp on his reputation!_ " thinks Tim to himself.

"We're in." say J2, Stinger, American Dream, May, and Tim all at once.

" **We're settled.** " says Mainframe.

"Well, who's gonna say it?" asks J2.

" **It needs to be all of us.** " says Mainframe.

"AVENGERS ASSEMBLE!" say the young heroes all at once.

Jarvis stands there and smiles, knowing that he's seeing history in the making once more.

 _And there came a day... a day unlike any other, when Earth's Mightiest Heroes found themselves united against a common threat. To fight the foes no single super hero could withstand. American Dream, Mainframe, Thunderstrike, J2, Stinger, Spider-Girl, and Spider-Man. On that day... the New Avengers were born.  
_

 ** _Hey guys! Sorry this took so long to write, but this is the longest chapter in the story to date. This is also the end of the first Arc of The Call for Order, or Destruction. The second Arc will introduce more villains and give better insight to the mysterious figure that stood outside the Parker household at the end of Chapter 9. See you guys in about 2 weeks. I'm taking a break. Bye!_**


	18. Chapter 18: Group Therapy

About 2 weeks have passed since the New Avengers were born after Loki's siege on Avengers Compound. 7 young super heroes had banded together and they fought off the Asgardian menace. By this point, Timothy Parker, the new Spider-Man and a founding member of the New Avengers, has fought, and defeated, at least 3 super villains. Green Goblin III, Hogan Cruller, and Loki have all been thwarted by the young hero. Now, New York was quiet at this point. Very little crime and even littler super villains have occurred within the city, probably due to the return of the super heroes.

"Man, I never thought that searching for crime would be this difficult." says Tim to himself, perched on a flagpole.

The red and dark blue super hero looks over Times Square and sees everything going normally for a change.

"Where, oh where, could a mugging take place at?" asked Tim to himself.

But wasn't the peacefulness what Tim was working for. After all, the only reason that he and the other Avengers were there in the first place was to end the fight that could not be fought.

"Maybe I should go home. Play Xbox. But then again..." says Tim to himself.

To Tim, video games lost their touch to Tim the second he spun his first web. While thinking about what to do, he gets an idea, spins a web, and swings over to Avengers Compound. Tim arrives at the front gates of the Compound, where a line of tourists were.

"Mommy, look! It's Spider-Man!" "Dad, check it! It's the new Spider-Man! I heard that he was a part of the New Avengers!" "If Spider-Man is here, wouldn't that mean that Spider-Girl is here as well?" are the things that various people say once Tim arrives the the Compound.

"Uh, hey folks! I... I'm here... to... consult business with the other Avengers!" says Tim in a haste, trying to get the people's attention off of him.

All of a sudden, a news van for the Daily Bugle rolls up to the front of the Compound, and a female reporter and her cameraman climb out and approach Tim. "Oh, boy!" says Tim to himself with a feeling of being overwhelmed.

"And now, we are going to take you on an exclusive interview with the new Spider-Man, who is rumored to be a member of the new Avengers team that was started a few weeks back!" says the reporter with enthusiasm.

"What?! That's _still_ a rumor?!" asks Tim to himself with surprise.

"Spider-Man, is it true that you're a member of the New Avengers?" asks the reporter, holding her microphone up to Tim's face.

"I... uh... yes?" says Tim nervously.

"And there you have it, everyone! As it turns out, all of the rumors about the new Spider-Man being a member of the new Avengers team are true!" says the reporter.

Thinking fast, Tim jumps over the crowd and lands at the front gates of Avengers Compound.

"Sorry to break up the occasion everyone, but I've got... er... official Avengers business to attend to!" says Tim, who then heads inside.

There, he sees J2 and American Dream standing there.

"Yo, Spidey! What's up wit'chu?" asks J2.

"Paparazzi... crowd of people outside... nearly fainted..." says Tim, huffing and puffing.

"Spidey, calm down. Have you seen Spider-Girl lately?" asks American Dream.

"N-no. I... haven't." replies Tim.

"That's because I took the hidden way in!" says a female voice from above.

Tim, American Dream, and J2 all look up at the ceiling and see May, dressed in her Spider-Girl costume, crawling on all fours. She then jumps down and gets to her feet.

"Didn't see you come in." says Tim.

"I decided to take the way that wouldn't overwhelm me when I came in." says May.

"Uh, guys, I hate to break up the party, but Mainframe, Thunderstrike, and Stinger are waiting for us in the sub-levels." says American Dream.

The 4 Avengers then head for an elevator that leads to the sub-levels, also known as the assembly hall. Upon arriving in the assembly hall, the 4 approach Mainframe, Stinger, and Thunderstrike, who are looking at a hologram of the city.

" **So glad you could all make it. We have our first big super news since Loki's return.** " announces Mainframe.

"What do we got, Mainframe?" asks J2.

" **Recently, according to what we have, a series of robberies have occurred in the south-eastern portion of the city. The kicker, and why the authorities turned to us, was that the burglar apparently releases a mysterious type of toxic gas via the pipes in the ventilation system.** " says Mainframe.

"And this concerns us why exactly... ?" asks American Dream, puzzled.

" **The authorities believe that the technology left over by Tony Stark, the original Iron Man and former leader of the Avengers, might be of use to us in this case.** " says Mainframe.

"To do what?!" asks J2.

" **Clear out the gas.** " says Mainframe.

"So wait. The cops want us, the Avengers, to help clean up a string of robberies _and_ play maintenance worker at the same time?!" asks May.

"I agree. This 'big news' isn't very big." says J2.

"Listen, it's all we got. We might as well make the most of it until we get an actual super-villain." says Stinger.

Tim begins to feel conflicted, he looks towards Thunderstrike, who looks back at him. Tim turns back and looks at the floor. On the one hand, he agrees with Stinger about the fact that they have to make the most out of whatever super villains come out of the woodwork, but on the other hand, he agrees with American Dream about the fact that this case was too simple for the Avengers, Earth's Mightiest Heroes, to worry about.

" **Spider-Man? Thunderstrike? You 2 are the only ones that haven't said anything during this whole debate. Do you have an opinion as to what we should do?** " asks Mainframe.

"What's the point? There's only 7 of us. One group is gonna get outvoted anyway." says Thunderstrike.

"Spider-Man?" asks American Dream.

"I'd say we go with the option that's least likely of starting a full-blown argument." says Tim.

"Fine. I guess that we go with Stinger and Mainframe's idea of going after this 'gas-man'." says American Dream.

 _ **Hey guys! I know, I know, I made an early comeback. What can I say? I couldn't resist! Anyways, I hope you guys like this new chapter of the story. Chapter 18 is also the beginning of the story's 2nd arc. More villains, more drama, more romance! But yeah, the second arc will focus more on Tim's personal life and his social life as well. Also, his arch-enemy will be introuced in the 2nd arc as well, and his character and impact on Tim's life will be better explained in the 5th and 6th arcs. But until Chapter 19, guys! Bye!**_


	19. Chapter 19: Enter the Gasmaster, Part 1

Later that evening, Tim swings around the city, searching for crime. All of a sudden, gas starts to leak out of a nearby office building.

" _That's odd..._ " thinks Tim to himself.

He then swings down towards the entrance and looks at the gas pouring out of the building.

"Huh. Someone's science experiment seems to have gone nuclear." cracks Tim.

Then, a figure emerges from the building. It had a grey jumpsuit, giant, orange gauntlets that looked like they could fire something out of them , and a militaristic gas-mask.

"Get out of my way." says the figure in a cold, raspy voice.

"Uh, sorry. No-can-do, Darth Vader." cracks Tim.

"Perhaps you didn't hear me correctly. Get. out. of. my. WAY!" yells the figure before firing literal gas out of his gauntlets.

Tim's spider-sense goes off and he jumps out of the way, landing on a flagpole.

"Say, you wouldn't happen to be the guy that's been causing all of these gas-related robberies lately, are you?" asks Tim.

"Yeah, I am. An' what's it to you?" asks the figure that Tim has been fighting.

"Well, let's just say that you're under arrest by the order of the N.Y.P.D. and the Avengers." says Tim.

"T-the Avengers?!" says the figure, shocked.

"I take it you don't watch the morning news." cracks Tim.

"Well... if the Avengers think that they can take me on, then they've got another thing coming! For they will enter... the Gasmaster!" says the figure.

"'Gasmaster'? Really?" says Tim.

"W-well... I COULDN'T THINK OF ANYTHING ELSE!" yells Gasmaster, shooting a plethora of gas at Tim, who narrowly dodges out of the way.

"Pee yew! How many burritos did you stuff into that thing?" cracks Tim.

"RRRRRRAAAAGGGGGHHHH! YOU'RE RUINING MY PLANS!" yells Gasmaster.

"Dude! Two words: chill, pill." cracks Tim.

"I'M TRYING TO GET MY REVENGE ON HUMANITY FOR RIDICULING ME!" yells Gasmaster.

"Uh, ridiculing you, how, exactly?" asks Tim.

"I... I recently found a possible explanation to the origins of gasses, but everyone I know, including my parents, mocked me for it! Said that it was a dumbfounded explanation. So now I'm trying to get my vengeance on the human race for mocking me, the terrifying Gasmaster!" says the Gasmaster, explaining his origin.

Tim looks at the Gasmaster for a moment, and then starts to laugh.

"Okay, wow! I mean, I've heard of newbie super villains not trying hard enough to be scary, but this is a case of one noob trying _too_ hard! Plus, I'm pretty sure that you simply made that origin up on the spot!" mocks Tim before continuing his laughing.

The Gasmaster's face begins to blush red from embarrassment, and boil the same color out of rage.

"YEEEEAAAAAAAAGGGGGGGGGGHHHHHHH! THAT'S IT! I HAVE HAD ENOUGH OF YOU! NOW YOU WILL FALL BEFORE ME, SPIDER-MAN!" screams the Gasmaster.

The Gasmaster then throws a grenade filled with knock-out gas at Tim, who is distracted, and the latter falls to the ground, unconscious.


	20. Chapter 20: Enter the Gasmaster, Part 2

Back at Avengers Compound, May paces around her room impatiently. Even though she had her own bedroom at home, the Maria Stark Foundation provided her with a personal room at the Compound as well. So now, she had _two_ bedrooms. All of a sudden, she hears a knock on her door.

"C-come in!" she says, nervously. The door opened and Stinger walked in.

"Hey." Stinger says softly.

"'Sup?" responds May.

"You alright? You've been in here for almost 30 minutes." says Stinger.

"I... I just..." stutters May, trying to find the right words.

The two heroines ten sit on the bed next to each other.

"I've just been thinking a lot about... Spider-Man." says May, embarrassed about the fact that she has a crush on her cousin.

"Well, what _about_ Spider-Man have you been thinking about?" asks Stinger.

"I just care so much about him." says May.

"Well, he's your dad, right? Brother?" asks Stinger.

May sighs.

"Actually, he's my... cousin." May manages to squeak out.

"Cousin? So, he's _not_ a direct descendant _of_ or _is_ the original Spider-Man?" asks Stinger.

"No. The direct descendant would be me." says May.

"Figured as much. Although your costume seems to speak otherwise." says Stinger.

"What do you mean?" asks May.

"Your colors are patterned after the current Spider-Man, with the red and dark blue. Why not pattern yourself after your old man?" asks Stinger.

"Because... well, let's just say that I owe my life to the new Spider-Man. That's why I patterned the color palette after his." says May.

"Back on the subject of you caring for the new Spider-Man, _how_ do you care about him? Family care, or, y'know...?" asks Stinger.

"Th... the other type." responds May.

"Oh." says Stinger, surprised.

There is a moment of silence in the room.

"Well... you do what you feel is best. My advice, though, admit it to him. It'll make things a whole lot easier for you and him." says Stinger.

"Th... thanks, Stinger." says May with tears beginning to well beneath her eyes.

"No problem." replies Stinger.

The two then hug.

"I'm here whenever you need me." says Stinger.

Stinger then walks out of the room, leaving May to continue to ponder what to do.

"Choices, choices..." thinks May to herself.

Meanwhile, at an abandoned warehouse, Tim is hanging upside down in a room by a piece of rope, with a light beaming down on him.

"Uuhhhnnngggh..." moans Tim as he wakes up.

"How did you sleep?" asks the Gasmaster's voice from an unidentifiable location.

"P... pretty good, all things considered." cracks Tim. The Gasmaster walks towards Tim, and enters the light.

"You made a big mistake when you made fun of me, Spider-Man." says the Gasmaster.

"Well, I'm sorry, I'm not the one with the origin that makes the personal reasons common burglars do what they do seem fascinating." cracks Tim.

"Grrrrrrr! Stop making fun of my origin! That's really how it played out!" whines the Gasmaster.

"I'm not denying it! I'm just saying that a few people, a _few_ , mind you, that simply _disagree_ with your ideas is _not_ a good reason to go on a robbing spree, let alone getting your revenge on all of humanity." says Tim, trying to resson with his less-than-lethal foe.

"B-but they really did laugh at me!" whines the Gasmaster again.

"Okay, the people at school, I can see, your parents, on the other hand, I don't buy. At most, your father probably chuckled and called you cute." cracks Tim.

"RAAAAAAGGGGGHHHHHHH! SHUT UP! JUST SHUT UP!" screams the Gasmaster, starting to cry.

"Whoa, whoa! Dude, a-are you starting to cry?!" asks Tim.

"S-STOP MAKING FUN OF ME! IT'S NOT NICE!" yells the Gasmaster, sobbing.

"Wow. _This_ is the first super-villain that the New Avengers have to fight officially?! Wow." says Tim out loud, accidentally gaining the attention of the enraged Gasmaster.

"I-I'LL KILL YOU FOR THAT SNIDE REMARK!" yells the Gasmaster.

"'Oh no! I'm so scared! Prince Charming, please! Save me!'" cracks Tim with a girly voice, mocking his harmless enemy.

"W-why are you continuing to make fun of me?!" begs the Gasmaster.

"Because you are, seriously, the least harmful super-villain in history. How old are you, anyway?" asks Tim.

"17." the Gasmaster reluctantly says.

"Ohmigod! You're 17 and you have temper tantrums over a super-hero, who is _16_ , mind you, making fun of you and cracking jokes!" cracks Tim, laughing as he does.

However, unbeknownst to the Gasmaster, Tim has been distracting him through his insults in order to activate his Avengers ID card and alert his teammates.

"Also, there's one more thing you should know." says Tim.

"What?" snaps the Gasmaster.

"You should look behind yourself in 3, 2, 1..." says Tim counting down.

Just then, the rest of the Avengers break through the walls.

" **Freeze, by order of the Avengers! You're under arrest!** " says Mainframe.

Tim looks over at the Gasmaster and sees his ghost-white, horrified face beneath the mask while trying to hold back a snicker.

"Ohmigod! Spider-Man!" yells May in distress.

" **American Dream, Spider-Girl, free Spider-Man. Everyone else, help me take out the assailant! Avengers Assemble!** " orders Mainframe.

"Uh, guys, this guy isn't as harmless as you think. He's just a confused teenager." whispers Tim to May as she and American Dream try to free him of his bonds.

"He's wanted for theft and possible murder." says American Dream.

"He didn't know what he was doing. He's confusing theft for revenge. From what he's told me, he's just a misfit. Don't lay too much hurt on him." says Tim.

"Me and Dream won't, because I believe you, but we can't control the actions of the other Avengers." explains May.

When Tim is freed of his bonds, he jumps in the way of Mainframe, who is preparing to fire a repulsor ray at Gasmaster.

"Avengers, stand down!" orders Tim.

"Spider-Man, what are you doing?" asks Stinger.

" **Spider-Man, get out of the way.** " demands Mainframe.

"Mainframe, I don't know if you realize this, but I'm trying to prevent you from looking like a big bully." says Tim.

" **Spider-Man, I'm not going to ask you again. As leader of the Avengers, get. Out. Of. My. WAY!** " yells Mainframe.

All of a sudden, American Dream and May jump to Tim's defense.

"Mainframe, he's right." says American Dream.

"We won't look good if we kill our first super-villain." adds May.

" **I'm not killing anyone. I'm arresting him.** " says Mainframe.

"Mainframe, the Gasmaster is only 17 years old." says Tim.

"P-please. Don't hurt me!" begs the Gasmaster.

Mainframe hesitates for a moment, but then lowers his arm.

" **Alright. You win.** " says Mainframe, frustrated.

The police then arrive a few minutes later, and the Avengers turn the terrified Gasmaster over to them.

"Little lesson I've learned to stick with, Spidey: Morality over mission." says American Dream.

"Even though I've never heard of that term before, I already know what it means." says Tim.

"S-Spidey? There's something I have to-" says May before being cut off.

"Not now. I'm ready to hear it, but not around the cops." says Tim.

"Alright." says May, who is clenching her cousin's hand.

Tim then squeezes tightly as well as he looks on towards the sunset.

 _ **Hey, guys. Sorry for the delay. Moving, so, little access to internet. Hopefully Chapter 21 should be up next week. I'll also try to dwell deeper into the Tim/May relationship to see where it goes.**_


	21. Chapter 21: Cold Feet, Part 1

The following day, Tim leaves school during his lunch hour break from school in order to patrol across the city. While swinging through the Bronx, Tim's Avengers ID card begins to vibrate.

"Well, duty calls." Tim thinks to himself before swinging towards Avengers Compound.

Upon arriving, Tim is greeted by the normal tourists before entering the doors of the Compound, only to be greeted by Thunderstrike and Mainframe.

" **Ah, Spider-Man. You're the last to arrive... so far.** " says Mainframe.

"Whaddya mean by 'so far'?" asks Tim.

" **You, me, and Thunderstrike are the only ones that have arrived so far. American Dream, J2, Stinger, and Spider-Girl have yet to arrive.** " says Mainframe.

"Mainframe, let's cut to the chase and get to why you called the us." says Thunderstrike.

" **We'll discuss it in the lower sections of the Compound.** " says Mainframe.

The three Avengers then head down to the basement. Upon arriving, Mainframe heads over to the central computer and pulls up a holographic map of the Earth and it's defense grid.

"Recently, there have been a series of bombings here, here, and here." says Mainframe, pointing at three different sections of the Middle East and Russia.

"Well, I get the Middle East, those are probably bombs being planted by the Army forces stationed there to ambush al-Qaeda forces, but why would someone attack Russia?" asks Tim.

" **Thing is, the attacks on the Middle East are nowhere near the U.S./al-Qaeda battlezones, and they occur at random. Another thing, is that the explosions leave a trace of uranium-437, the type of radioactivity found in hydrogen bombs. About Russia, we don't know.** " says Mainframe.

"So, nuclear terrorism?" asks Thunderstrike.

" **Not exactly. The bombs are planted underground, and they don't produce mushroom clouds. The government believes that it's a scam or distraction by al-Qaeda, but S.H.I.E.L.D. begs to differ.** " says Mainframe.

"What other major terrorist organization in the world is there right now, other than Al-Qaeda?" asks Tim.

" **No one, as of yet.** " says Mainframe.

"So, the culprit is anonymous." says Thunderstrike.

" **Until we get more information... pretty much.** " says Mainframe.

"Pardon my interruption Masters Thunderstrike, Mainframe, and Spider-Man, but the other Avengers have arrived." says Jarvis, walking into the room.

"Thanks Jarvis. Have them come down here to meet with us." says Thunderstrike.

A few minutes later, American Dream, J2, Stinger, and Spider-Girl enter the Assembly Hall and Mainframe fills them in with the information on the Middle East given to the Avengers by S.H.I.E.L.D. After that, Tim and May depart from Avengers Compound and head back to school. Tim goes through the day in a daze, not really paying attention to his teachers but still doing his work nonetheless. After the bell rings, Tim and May walk home together.

Later that evening, Tim is out web swinging, once more searching for criminals, when all of a sudden, an explosion goes off a few blocks away.

"Alright, finally! An actual threat rather than that Gasmaster wannabe." says Tim, swinging towards the oddly blue smoke.

Upon arriving, the location being the New York Hall of Science, Tim lands in front of the entrance, in a defensive position.

"Okaaaay, Mr. Robber, you ready to come out and stop being camera shy?" cracks Tim.

Then, a figure emerges from the blue smoke. It had a clear helmet on, as well as spiky, blue armor, an oxygen tank on it's back, and it was wielding a large energy rifle.

"Uh... okay, let me guess? Mr. Freeze from Batman, right?" cracks Tim, mocking his new opponent's appearance.

"Leave now, Spider-Man, and you shall not be harmed." says the figure with a monotone, robotic voice.

A few moments of silence pass.

"Perhaps you didn't hear me. I. Said. LEAVE!" says the figure before firing his weapon, which turns the streetlight that Tim was perched on to pure ice, but narrowly missing Tim.

"Yep. Definitely Mr. Freeze from Batman." cracks Tim, landing on a nearby mailbox.

"Your insolence is the last thing I require, Spider-Man." says the figure.

"Uh, okay. 1) Insolence is kinda my thing, if you know what I mean, so, it's gonna keep coming. 2) Who do you call yourself?" asks Tim.

"I was known to many as Dr. Daniel Arctica, but now I go by the name of... the Ice King!" declares the figure.

"Wait, wait, wait. You're _the_ Dr. Daniel Arctica?! The world's leading physicist in cryogenic biology?!" asks Tim, surprised.

"I can tell that you read, Spider-Man. Perhaps you're not as 'teenage' as you appear." says Ice King.

"What's that supposed to imply?" asks Tim.

"Most teenagers nowadays sit at home on their computers listening to music, or playing video games, not actually learning anything. You... you are not like that. I admire that." says Ice King, smirking.

"Yeah, well, the original Spidey was like that as well. Guess you can say that I take up after him." cracks Tim, jumping out of the way of another blast of freezing energy.

"Well, regardless. You will not stop me from utilizing this crystal." says the Ice King, pulling out a crystal of glowing blue light.

"Ooooohhh! Shiny!" cracks Tim, webbing it out of Ice King's hand.

"No! I cannot be stopped!" yells Ice King in frustration.

"Sorry, Doc. But I can't let you take this crystal for whatever intent you have for it." cracks Tim.

"I shall raise up an army. An army of Ice Golems!" declares Ice King.

"I'm sorry, but what, pray tell, is an Ice Golem?" asks Tim.

"A legendary monster that was said to have been banished by Thor long ago. They are related to the Asgardian Frost Giants." explains Ice King.

"Oh, I get it now! You intend to play with forces beyond your control!" cracks Tim.

"Argh! I've had enough of your interference, Spider-Man!" yells the Ice King just as he unleashes a beam of freezing energy from his rifle.

Just as Tim jumps out of the way, though, the beam hits his ankle, sticking him to the wall.

"Ahhhggghh!" yells Tim in surprise and partial pain.

Ice King then picks up the crystal and starts to walk away just as police sirens begin to become more prominent.

"Those are police sirens, Spider-Man. I wish you the best of luck explaining this fiasco to the cops." says the Ice King just as he vanishes into the icy, blue hued mist.

Just as the officers get out of their cars, however, Tim spots one of them as Peter Parker of all people.

"Oh, boy. Here we go." thinks Tim to himself.


	22. Chapter 22: Cold Feet, Part 2

"So, what you're trying to tell me, is that a renowned scientist-turned-criminal robbed the museum, you tried to stop him, and you ended up getting stuck on a mailbox with ice?" asks one of the officers at the scene to Tim.

"Yeah. That's kinda what I'm trying to tell you." says Tim.

"Well, I'll have to file in this report to the station. Someone get Spider-Man free!" yells the officer out to the rest of his fellow cops.

"Just for the record, I still don't trust you." says Peter, walking up to Tim.

"With all due respect, why is that?" asks Tim.

"Because you're spitting on the image of a great hero." says Peter.

"Well, that's not my intent." says Tim, trying to defend himself.

"How do I know that that's true?" asks Peter.

"Haven't you ever heard of a certain lesson 'don't judge a book by it's cover'?" asks Tim.

After that, Peter stays silent, and the officers manage to get Tim's leg free. Tim then swings away from the scene and heads for home. Upon arriving home, Tim tore off his costume and fell asleep. When he slept, Tim has visions of his parents, and them dying in a fiery hellhole. When he awoke, it was barely dawn. Tim then goes downstairs to make some breakfast and get ready for school. During the day, Tim couldn't stop thinking about what had happened the night before. His first defeat to a super villain. Wow. Some super hero he was. During lunch, Tim and May head off to patrol the city. Nothing special happened, although Tim searched hard for the Ice King, looking for payback on him. Later that evening, when Tim was out web-swinging across the Bowery, he spots Darkdevil on a rooftop.

"I heard about what happened last night. You okay?" asks Darkdevil.

"I'm fine. Since when are you all concerned?" asks Tim.

"Just looking out for my fellow heroes." replies Darkdevil.

"Do you finally trust me?" asks Tim.

"Hmph. Depends on how much _you_ trust _me_." says Darkdevil.

"Listen, Darkdevil. I... I may need a favor." says Tim with hesitation.

Later the following afternoon, Tim began searching for the Ice King. He searched all across Brooklyn and in lower Midtown, but found nothing. Later that evening, Tim got a priority call from Mainframe on his Avengers ID card and rushed over to Avengers Compound.

"Hello, Master Spider-Man. Masters Mainframe and Juggernaut are waiting for you in the assembly hall.

"Thanks, Jarvis." replies Tim in gratitude.

Tim heads over to the elevator and heads down to the lower levels.

"We were wondering when you were gonna show, Spidey." says J2.

"Hey, ya know the distance between Queens and here? Especially the area where I live?" asks Tim.

"Well that depends. Where do you live?" asks J2.

"That would kinda blow the point of a certain concept you, I, Dream, Stinger, and Spider-Girl share called 'secret identity'." cracks Tim, while also trying to make a point.

" **Let's cut to the point of why you were all assembled.** " says Mainframe.

A holographic image of the globe then pops over the assembly hall table.

" **There have been more reports of this so-called 'nuclear terrorism' in the Middle East.** " says Mainframe.

All of a sudden, a series of red dots pop up over the Middle East.

"There's more than the last time we checked, and that was just yesterday!" exclaims J2.

"There's gotta be someone behind this. Mainframe, do ya think it might be a super villain that's behind this?" asks Tim.

" **It might. Although, this would have to be a villain with lots of resources at his or her's disposal.** " says Mainframe.

"Pull up a list of Earth-based super villains that have lots of resources at their disposal." demands Tim.

All of a sudden, the holographic globe switches to the entire database of super villain records in the Avengers' records.

"Grim Reaper, no he's dead. M.O.D.O.K., no God knows where he is, or if he's even alive. Wait. Mainframe, stop there." says Tim, pointing at the head of Ultron.

" **Spider-Man, that's... that's insane. Ultron was destroyed by Iron Man years ago.** " declares Mainframe.

"But maybe Ultron has figured out a way to reinsert himself into the network." says Tim.

" **It's not Ultron's MO, though.** " says Mainframe.

"What isn't?" asks J2.

" **Blowing up the Middle East. That's not like Ultron. He would try to wipe out all of humankind at once. Not place mini-hydrogen bombs in the ground and set them off as a distraction.** " says Mainframe.

"But... it is." says Tim. Mainframe and J2 simply look at Tim with confusion and contemplation.

"If I recall correctly, wasn't Ultron a learning program. He would learn from his mistakes every time and would always try to create bigger and badder schemes. And he made a _lot_ of mistakes." explains Tim.

"Spidey's right. Maybe Ultron, if it is Ultron, might've learned new ways to do things." says J2.

" **It is possible. Although, I don't see how Ultron could have come back from the dead. Tony Stark made sure that Ultron couldn't reprogram himself into the Internet.** " says Mainframe.

"Unless... it's not the original Ultron. It could always be a second program." says Tim in speculation.

" **Anything's possible, Spider-Man, but I don't want to narrow it down to an unlikely super villain that was said to be destroyed by Tony Stark almost 15 years ago.** " says Mainframe.

Tim then sighs in frustration while Mainframe continues to look over the super villain database.

Hours later, Tim is seen swinging home when he sees a flash of blue light in the next street over.

"What the..." mutters Tim just as he goes to investigate. To his horror, Tim witnesses as May is locked in combat against Ice King, the super villain that he had been searching for for almost a week.

"This is none of your concern, Spider-Girl. Leave now and you will not be harmed." says Ice King angrily.

"Um, yeah. I'm just gonna pretend that I didn't hear that and keep fighting you." says May.

Meanwhile, Tim watches on in horror and fear as May might be injured, or worse, at any second.

"May..." says Tim silently.

When May is perched up on a lamppost, however, Ice King fires his freezer ray at blank point and freezes May's hands and feet to the post.

"Now, you die." says Ice King just as May struggles to get enough leverage to escape. Feeling a boiling anger building up within him, Tim jumps down and shoots a webline at the Ice King, blinding him.

"Arghh! What the... ?!" yells Ice King in confusion only to be kicked in the face by Tim, who then flips backwards and onto his feet.

"Hey, creep! Remember me?!" says Tim in anger and rage before punching the Ice King's helmet, shattering it.

"No! You fool! I... I'll die in warmer surroundings!" explains Ice King weakly.

"Ya wanna know something, fella? I. DON'T. CARE!" yells Tim before punching the Ice King's face repeatedly.

When he was done, Ice King's face was just a swollen, bloody, bruised mix of light blue, red, and purple.

"If you _ever_ attack her again, your face will be the _least_ of your worries!" screamed Tim hatefully into the Ice King's face.

Tim then panted for a few seconds before rushing over to help May get down.

"Ugh. Spidey, can you help me get down? I'm kinda... stuck." says May, trying to escape.

Tim then manages to weaken the metal with his fist and lowers the lamppost to the ground. He then shatters May's bonds and helps her up.

"Are you... all right?" asks Tim in concern for his cousin's sake.

"I... I'm fine, Tim. Just have cold feet" says May jokingly.

"But in all seriousness, are you okay?" asks Tim.

"Yes. I'm fine." says May.

"You really did a number on him." says May.

"Well, he picked on my cousin. He probably should've seen it coming." says Tim.

"To be fair, I attacked him first." admits May.

"Well, that's your job. And I worry about you." says Tim. "That makes two of us." says May jokingly.

Tim and May then swing home together and hit the covers. However, during the night, a dark figure walks approaches the Parker household and grins evilly.

"Soon, my master. Soon." says the figure before leaving.


	23. Chapter 23: Age of Infinity, Part 1

In an unknown location, a figure sits in the dark in a throne made of rock.

" _ **Open up Schematic 4424587287492 and show me the map of Sokovia.**_ " says the figure in a deep robotic voice.

All of a sudden, a holographic model of the planet pops up, glowing orange. The hologram then zooms in on a large village in deep Russia. Then, a schematic of a skeletal robot pops up next to the figure.

" ** _Are the drones ready?_** " asks the figure.

" _Affirmative. They are ready to launch on your command._ " says a formless computer voice.

" _ **Excellent. The gods shall be pleased. Now begins the fall of humanity, and the rise... of technology!**_ " says the figure, just as bright blue markings begin to form all over his body.

Back in New York, a mugging is in progress somewhere in lower east Harlem.

"Gimme yo cash, lady! Or else I'll slice you into a thousand pieces." says the mugger, threatening his victim with a large knife.

"PLEASE! Please, I-I'll give you all of my money! Just don't hurt me!" says the woman in distress, reaching into her purse.

"Actually, I also wanted something else from you..." says the mugger, looking down at her body.

"Y'know what? Screw the cash. You're gonna gimme somethin' else." says the mugger.

"Wh-what are you saying?" asks the woman, worriedly.

"I want the 'in-out, in-out', if you know what I mean." says the mugger.

"No. Please, I-I'm married. I have a daughter." says the woman.

"Ya think I care? You're gonna give me some, weather you like it or not." says the mugger, approaching the woman.

All of a sudden, however, a web, too large for a normal spider to weave, flies out and catches the mugger on the back, holding him away from the woman.

"What the... ?!" says the mugger in surprise and confusion.

"Y'know, I've seen a lot of disgusting things in my life, but the things you just planned to do to that woman just took the cake." says a young female voice from above.

"Wha... Huh?!" says the mugger, looking all around, until he looks up to see Mayday Parker, in her Spider-Girl costume, looking down at him.

"You're... you're that Spider-Dame that's with them New Avengers." says the mugger nervously.

"Wow, 'dame'? Really? You have _got_ to get out more, my friend." says May, hanging upside down and facing him.

"And just for the record, it's Spider- _Girl_. Sheesh." says May.

May then slugs the mugger in the jaw, knocking him out instantly.

"Th-thank you, Spider-Girl." says the woman, picking up her purse.

"Hey, it's all part of the job." says May before pressing her middle and ring fingers into her palm, firing a web, and swinging off into the cloudy, white morning.

It was a cold Saturday morning, and there was supposed to be heavy rain later on in the afternoon within the City That Never Sleeps. May then swings by a bell tower, where another costumed figure was waiting for her. He had a similar Spider-motif, except the pattern was different. The red was arranged differently, the boots were completely red, and there was a gigantic red spider, which looked more like a tarantula, on his back. He was crouching, looking out into the city in which he and May, along with several other costumed heroes, protected. To some, he was known as Timothy Parker. To others, he was known as Spider-Man.

"How'd your patrol go?" asks Tim.

"Fine. Came across this one mugging in Harlem. Guy was trying to make a woman give her the 'in-out, in-out'. Needless to say, I said 'not in my house'!" says May, jokingly.

"When will the thugs and killers of this town learn?" asks Tim rhetorically.

"Dunno, but they're sure taking their sweet time." replies May, jokingly.

After a brief pause, the two Spider-Twins start talking again.

"Listen, May. I was wondering..." starts Tim.

May then looked at her cousin with wide eyes. She was hoping for the day she would get asked out.

"Aughh! Sorry, it's just not the right time." says Tim sadly.

"No, no, tell me. I wanna hear it." insists May.

"I... can't. It would be too weird." says Tim.

"Hey, it's alright. You can tell me anything." says May, trying to get her shy cousin to open up about his true feelings for her.

"May, I..." starts Tim. "I... love you. Not the 'family' love, I mean the 'love' love." says Tim nervously.

All of a sudden, a thousand thoughts race through May's head. She didn't know what to feel. Happiness, hope, love, confusion, and conflict raced through her head. The one thing that she wanted her cousin to say to her for weeks all of a sudden turned into the thing that she wishes he had never said at all. May had other crushes in her life. Normie Osborn, Brad Miller, and Franklin Richards were all on the table of her crushes, but something within Tim just reached out to May and drew her towards him. May didn't know weather to love him as a brother... or a _boyfriend_.

"Tim, I..." starts May after a long pause. Tim looked at her with wonder, when all of a sudden, their Avengers ID cards began to vibrate.

"We'll finish this discussion at home." says Tim.

"Agreed." says May.

The Spider-Twins then swung down to Avengers Compound and went through the gate. They were then greeted by Jarvis, who proceeded to tell them that the rest of the team had been gathered and was waiting for them, then instructed them to head for the assembly hall.

" **Spider-Man, Spider-Girl! You two are the last to arrive.** " announces Mainframe just as the Spider-Twins enter the assembly hall.

"What's the situation?" asks Tim.

" **I was just getting to that, Spider-Man. A few hours ago, a group of robots began attacking the Russian city of Sokovia, which has been under Hydra siege for some time.** " says Mainframe.

"Do we have a lead on the source of origin?" asks American Dream.

" **No. But wherever these robots came from, the apparently utilize the same technology as the hydrogen mines in the Middle East. I believe that the manufacturer of both is the same.** " says Mainframe.

All of a sudden, the room goes black with the heroes shocked.

"Emergency power, now!" orders Dream.

" **The generator's down** **. It'll take time to get it started up again.** " says Mainframe.

Then, the assembly hall computer flashes red with an image of the head of Ultron-5.

" _ **Bah. All of you human vermin. Scouring the dirt, thinking "what", I wonder. That you could escape the coming fire?! None of you humans can escape what's coming! And not even your mightiest heroes will live to creep. Our passage will be swift and mighty. For your destruction is the the will of the gods! And I... I am their instrument!**_ **"** says Ultron before vanishing.

The power then returns to the room.

" **Okay. I guess it's Ultron after all.** " says Mainframe.


	24. Chapter 24: Age of Infinity, Part 2

_**Disclaimers note: These next two chapters adapt Avengers: Age of Ultron.**_

It was shocking how fast the Avengers piled into the refurbished Quinjet, brought out of storage by Jarvis in the event of a global incident. Mainframe had gotten the coordinates as to Ultron's location. He was located in Russia and was headed for the city of Sokovia, which had been under Hydra siege for months and had only just been freed by the Russian government.

"W-wow, guys! S-sure is surprising that we're going up against Ultron as our second legit foe, amiright?!" says J2, worriedly.

The remaining 6 Avengers just stayed silent, at least, until May pipes up.

"Y-yeah, Juggie! W-we're the Avengers! We can fight Ultron! (I hope...)" says May, worriedly.

"We'll be fine. We just have to have faith." says Tim.

"Faith? Faith in what?!" asks May.

"In each other." says Tim, taking May's hand.

May then hugs her cousin tightly.

"Look alive, Avengers. We're coming in hot. Sokovia in 3 minutes." says Dream, not knowing if the Avengers would come out of this battle alive or not.

The Quinjet then landed in the forest nearby the city, and the Avengers piled out of the ship.

" **Stinger, J2, sweep the perimeter. Once you've finished, rally back at the Quinjet. Dream, Spider-Girl, head into the city and prepare the evacuation. Once that's done, notify the rest of us and we'll come for you. Spider-Man, Thunderstrike, and I will remain here and look for Ultron on the Quinjet.** " orders Mainframe to his team.

The team splits off, with Stinger and J2 heading out into the forest, and Dream and May heading into Sokovia to evacuate the city. Tim and Mainframe then head back into the Quinjet to search for Ultron if he hasn't already entered the city.

"I don't see any detection of an outside force entering the city, Mainframe, and I haven't for the past 30 minutes. Do you think we should go assist Dream and Spider-Girl in the evacuation?" asks Tim.

" **No. Ultron will come. This is just like him to pull a trick like this. Keep your ground, Spider-Man. I know what I'm doing.** " says Mainframe.

"But Mainframe. What if Ultron's already in the city, and we simply can't detect him?" asks Tim.

" **Then... we...** " stutters Mainframe. "Whoa, Mainframe, did... did you just stutter?!" asks Tim in shock.

" **I... yes, Spider-Man. My mind is based on that of Tony Stark's and the Vision's, and that last one was based on the mind of Wonder Man. Theoretically, I am human... just... encased within a metal body.** " explains Mainframe, almost sadly.

Tim and Kevin look at each other for a second and blink.

"I... I see." says Tim.

All of a sudden, a red alert comes over the warning system. The two young Avengers jump over to the computer and analyze what came over. "Mainframe, what's happening?" asks Thunderstrike, surprised.

" **Something's entering Sokovian airspace, and fast!** " exclaims the full-armored Avenger.

Then, the ground begins to shake 'n' quake, and a meteor-like object flies through the sky.

"What... is _that_?" asks Kevin in surprise.

" **I don't know, but I frankly don't care. Avengers, Assemble!** " yells Mainframe just as he and his three allies head off into the city in order to hurry along the evacuation.

Meanwhile, in Sokovia, Dream and May aren't having too much luck evacuating a city of some 567,000 people.

"Sir, please. This is serious Avengers business. You have to leave the city." says Dream to an old man.

"Bah! If you were the Avengers, I would be speaking to Captain America right now, not two little girls dressing up as him and Spider-Man!" says the old man defiantly.

"Listen, guy. We're trying to save yours and everyone else's lives here from a mechanical tyrant who wants to exterminate the human race!" says May angrily.

The man then walks away with a hint of fear on his face.

"A number of reasons why you shouldn't underestimate a woman." says May to Dream, smirking under her mask.

Dream just looks on as the confused public look on at the 2 young Avengers.

Just then, a meteor flies over their heads and crashes on the other side of the city.

"What the... ?!" yells Dream confused.

"Was that... a meteor?" asks May.

"No. Not a meteor. Worse." says Dream.

Then, Mainframe, Tim, and Kevin approach them.

"What are you guys doing here? You're supposed to be at the Quinjet looking for Ultron." says Dream, slightly annoyed.

" **I think we found him, though. After examining it's energy source, I've concluded that that meteor _is_ Ultron.** " says Mainframe, clarifying their reason for being there.

Tim just looks on and then looks towards the civilians.

"Alright, people, let's go! There's a mechanical overlord approaching the city and you do _not_ wanna be here when he arrives!" says Tim, trying to rally the civilians into evacuation.

Everyone, realizing how grave the situation was by this point, then began to move away from the city. They probably realized that because of the fact that the Avengers were there meant that it was serious.

However, in the distance, an orb began to approach the city. It was a very bright blue, it almost contrasted with the sky. It was approaching at a very high speed.

" **5 seconds to impact. 4... 3... 2...** " says Mainframe, clocking the orb's speed.

However, before he could finish, a blast of dust and wind caused the heroes to shade their eyes with their hands and take a few steps back. The 5 heroes then turned back once the dust had settled, only to have looks of shock and confusion on their faces.

"What... _is_ that?" asks May, startled.

"Ultron, no doubt." says Kevin.

" _ **How perceptive you** **are**._ " says a voice, coming from the orb.

" **Ultron...** " says Mainframe, coldly. Just then, the orb disappears, revealing a figure from Avengers past. The figure was a dark grey color on it's body, with blue streaks of bright light covering it's chest. arms, and legs. It's head was somewhat reminicent of an ant's head. It's eyes were the same brght blue color as the rest of the streaks on it's body, and it's identically blue mouth looked somewhat like a twisted smile.

" _ **Children. How... unexpected. System log identifies closest Avengers ID datafiles for members. Closest matches; Captain America, Iron Man, Thor, Spider-Man, and Spider-Woman.**_ " says the glowing figure.

"Well, at least I was identified as someone more adult-like." says May.

The Avengers then simply look at their opponent.

"Ultron, stand down." demands Tim.

" ** _I am afraid that your demands will not be met, Spider-Man._** " says Ultron.

"Then we'll just have to do this the hard way." says Kevin, holding up his hand in preparation to fire a beam of energy.

" _ **You shall fall before me. Ultron will conquer you in the same way Onslaught did to the original Avengers.**_ " says Ultron.

"You know about what happened to the original Avengers?!" says Dream, surprised.

" _ **I know everything, my dear. I am... Infinite!**_ " says Ultron.

"So you intend on destroying us, huh? You and what army?" asks May, taunting the metal god with their numbers.

Ultron then stares at the heroes, almost smiling in spite of his emotionless face.

" _ **I was wondering when you would ask that, Avenger.**_ " says Ultron.

Ultron then raises his arms to his sides and chants a saying indescipherable to any human language.

"What's he... ?" says Kevin in confusion.

Just then, however, the ground begins to crack open at all spots. Grey humanoids, sharing the same look as Ultron except more skeletal-looking, begin crawling out erratically. The robots then get to their feet and begin surrounding the heroes. The civilians then start to run off in all directions, knowing what was about to happen to Earth's Mightiest Heroes.

"So... I take it that we're in a _lot_ of trouble." says Tim, trying to lighten the otherwise dark mood.

 **Max, here. I'm _so_ sorry that this story has been dead! I haven't written since July! I promise that I will get back to this story as soon as possible! More to come!**


End file.
